Common use of Terms Generally Clause in Contracts

Terms Generally. The definitions set forth or referred to in Section 1.01 shall apply equally to both 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. Unless the context requires otherwise, (a) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such document as amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.

Terms Generally. (1) The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein (dincluding this Agreement) the word “incur” shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issuesupplemented, assumerestated or otherwise modified (subject to any restrictions on such amendments, become liable in respect of supplements, restatements or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meaningsmodifications set forth herein), (e) the word “or” shall be construed to mean “and/or”, (fb) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns and assigns, (gc) the words “assetherein”, “hereof” and “property” hereunder”, and words of similar import, shall be construed to have the same meaning refer to this Agreement in its entirety and effect. All not to any particular provision hereof, (d) unless otherwise expressly stated, all references herein in these Provisions to Articles, Sections, Exhibits and Schedules shall be deemed references construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided hereinthese Provisions, any reference but all such references elsewhere in this Agreement shall be construed to any Loan Document or organizational document of the Loan Parties shall mean such document as amendedrefer to this Agreement apart from these Provisions, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timetime and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the . The words “asset” and “property” shall be construed to have the same meaning and effecteffect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Loan Documents) herein 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), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be deemed references construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, and (e) any definition of or reference in this Agreement to any Loan Document statute, rule or organizational document of the Loan Parties regulation shall mean such document be construed as referring thereto as from time to time amended, restated, supplemented or otherwise modified from time to time (subject modified, and all references to any restrictions on such amendmentsstatute shall be construed as referring to all rules, supplements regulations, rulings and official interpretations promulgated or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeissued thereunder.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (da) the word “incur” any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issuesupplemented or otherwise modified (subject to any restrictions on such amendments, assume, become liable in respect of supplements or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meaningsmodifications set forth herein), (eb) the word “or” any definition of or reference to any law, rule or regulation shall be construed as referring to mean “and/or”such law, rule or regulation as from time to time amended and any successor thereto and in the case of such law, the rules and regulations promulgated from time to time thereunder, (fc) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns assigns, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Credit Agreement in its entirety and not to any particular provision hereof, (ge) the words “asset” and “property” shall be construed to have the same meaning and effect. All effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and (f) all references herein to Articles, Sections, Exhibits and Schedules shall be deemed references construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such document as amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeCredit Agreement.

Terms Generally. The words “hereby,” “herein,” “hereof,” “hereunder” and words of similar import refer to this Agreement as a whole (including any Exhibits hereto and Schedules delivered herewith) and not merely to the specific section, paragraph or clause in which such word appears. All references herein to Sections, Exhibits and Schedules shall be deemed references to Sections of, Exhibits to and Schedules delivered with this Agreement unless the context shall otherwise require. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The definitions set forth or referred to given for terms in this Section 1.01 1.1 and elsewhere in this Agreement shall apply equally to both 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. Unless the context requires otherwiseExcept as otherwise expressly provided herein, (a) the words all references to “include”, Dollars” or “includes” and “including$” shall be deemed references to be followed by the phrase “without limitation”, (b) in lawful money of the computation United States of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effectAmerica. All references herein to Articles, Sections, Exhibits and Schedules “parties” shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement the parties hereto unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement References to any Loan Document statute, rule or organizational document of regulation are to the Loan Parties shall mean such document statute, rule or regulation as amended, restatedmodified, supplemented or otherwise modified replaced from time to time (subject and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to any restrictions on section of any statute, rule or regulation including any successor to said section; provided, that, for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute, rule or regulation shall be deemed to refer to such amendmentsstatute, supplements rule or modifications set forth herein regulation, as amended (and, in the case of statutes, any rules and regulations promulgated under said statutes), in each case, as of such date. When used in reference to the Company or the Company Subsidiaries, the term “material” shall be measured against the Company and the Company Subsidiaries, taken as a whole. All terms defined in this Agreement have the defined meanings when used in any certificate or other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing document made or interpreting such law and any reference to any law or regulation shalldelivered pursuant hereto, unless otherwise specifieddefined therein. The disclosure of any fact, refer information or item in any Section of the Company Disclosure Letter or the Parent Disclosure Letter shall, should the existence of such fact, information or item be relevant to any other Section of the Company Disclosure Letter or the Parent Disclosure Letter, as applicable, be deemed to be disclosed with respect to such law other Section so long as the relevance of such disclosure to such other Section is reasonably apparent on the face of such disclosure. Nothing in the Company Disclosure Letter or regulation the Parent Disclosure Letter is intended to broaden the scope of any representation or warranty of the Company, Parent or Merger Sub, as amendedapplicable, modified or supplemented from time to timemade herein.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) the . The word “incurlaw” shall be construed as referring to mean incurall statutes, createrules, issueregulations, assumecodes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), become liable in respect and all judgments, orders and decrees, of all Governmental Authorities. Unless the context requires otherwise (a) any definition of or suffer reference to exist 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, supplemented or otherwise modified (and the words “incurred” and “incurrence” shall have correlative meaningssubject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (e) the word “or” shall be construed to mean “and/or”, (fb) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law, rule or regulation herein shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified or supplemented from time to time and (gf) the words “asset” and “property” shall be construed to have the same meaning and effecteffect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references Terms defined in the UCC in effect on the Effective Date and not otherwise defined herein to Articlesshall, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise requireindicates, have the meanings provided by those definitions. Except Subject to the foregoing, the term “UCC” refers, as otherwise expressly provided hereinof any date of determination, any reference to the UCC then in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such document as amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeeffect.

Terms Generally. (a) The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, (d) the word “incur” instrument or other document herein shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issuesupplemented or otherwise modified (subject to any restrictions on such amendments, assume, become liable in respect of supplements or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meaningsmodifications set forth herein), (e) the word “or” shall be construed to mean “and/or”, (fb) any reference to any person Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any Law or regulation shall, unless otherwise specified, refer to such Law or regulation as from time to time amended, supplemented or otherwise modified, (c) any reference herein to any Person shall be construed to include such personPerson’s legal successors and permitted assigns assigns, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (gf) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement refer to any Loan Document or organizational document of the Loan Parties shall mean such document as amendedand all tangible and intangible assets and properties, restatedincluding cash, supplemented or otherwise modified from time to time (subject to any restrictions on such amendmentssecurities, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory accounts and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timecontract rights.

Terms Generally. (a) The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the 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 (a) 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), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. In the computation of periods of time from a specified date to a later specified date, unless expressly specified otherwise, the word “from” shall mean means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” shall mean means “to and including.”, (b) Section headings herein and in the other Margin Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Margin Loan Documents. (c) the word “will” Determinations, consents, approvals or any other actions or non-actions taken by or determined by Administrative Agent in such capacity shall be construed to have the same meaning and effect as the word “shall”made in good faith and, unless otherwise stated herein, its sole discretion. (d) In the word “incur” shall be construed computation of numbers of shares, triggers related to mean incur, create, issue, assume, become liable in respect price or value per share or traded volume of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided shares herein, any reference such number, or collateral trigger in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such document Agreement, as amendedapplicable, restated, supplemented or otherwise modified may be adjusted from time to time (subject to by Calculation Agent in connection with any restrictions on such amendmentsbuy-back, supplements share split or modifications set forth herein or in any other Loan Document). Any reference event with dilutive or concentrative effect (which, for the avoidance of doubt, does not include ordinary course equity or convertible/exchangeable offerings on market terms, as well as contribution arrangements where the parent contributes assets to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer the issuers in exchange for shares issued at prevailing market prices) with respect to such law shares so that the trigger levels reflect the same collateral value and the numbers of such shares maintains the same ratio to the aggregate number of such shares issued and outstanding, in each case had such buy-back, share split or regulation as amended, modified or supplemented from time to timesimilar event not occurred.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise or except as expressly provided herein, (da) the word “incur” any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issueamended and restated, assumesupplemented, become liable in respect of refinanced, renewed, replaced or suffer otherwise modified (subject to exist (any restrictions on such amendments, amendments and the words “incurred” and “incurrence” shall have correlative meaningsrestatements, supplements, refinancings, renewals, replacements or other modifications set forth herein), (eb) the word “or” any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to mean “and/or”time amended, supplemented or otherwise modified (including by succession of comparable successor laws), unless otherwise expressly stated to the contrary, (fc) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns assigns, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (gf) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement refer to any Loan Document or organizational document of the Loan Parties shall mean such document as amendedand all tangible and intangible assets and properties, restatedincluding cash, supplemented or otherwise modified from time to time (subject to any restrictions on such amendmentssecurities, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory accounts and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timecontract rights.

Terms Generally. (a) With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (i) The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both the singular and plural forms of the terms defined. . (ii) Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Unless the context requires otherwise, . (aiii) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”, (biv) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the The word “will” shall be construed to have the same meaning and effect as the word “shall.” (v) Any definition of or reference to any agreement, instrument or other document (dincluding any Organization Document) the word “incur” shall be construed as referring to mean incursuch agreement, create, issue, assume, become liable in respect of instrument or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such other document as from time to time amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). . (vi) Any reference herein to any Person shall be construed to include such Person’s successors and assigns. (vii) The words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof. (viii) All references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear. (ix) Any reference to any law (or provision thereof) shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. (x) 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) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Any financial ratios shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). (d) Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to include a division of or by a limited liability company, or an allocation of assets to a series of limited liability companies (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person).

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, (d) the word “incur” instrument or other document herein shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issuerestated, assumesupplemented or otherwise modified (subject to any restrictions on such amendments, become liable in respect of restatements, supplements or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meaningsmodifications set forth herein), (e) the word “or” shall be construed to mean “and/or”, (fb) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (gd) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articlesrefer to any and all tangible and intangible assets and properties, Sectionsincluding cash, Exhibits securities, accounts and Schedules shall be deemed references to Articles and Sections ofcontract rights, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (f) any reference in this Agreement to any Loan Document definition or organizational document of the Loan Parties shall mean such document as amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law applicable law, including, without limitation, the Code, the Commodity Exchange Act, ERISA, the Exchange Act, the PATRIOT Act, the Securities Act of 1933, the Uniform Commercial Code, the Investment Company Act of 1940, the Interstate Commerce Act, the Trading with the Enemy Act of the United States or any of the foreign assets control regulations of the United States Treasury Department, shall include all statutory and regulatory provisions consolidating, amending, replacing replacing, supplementing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeapplicable law.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the . The word “fromor” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the not be exclusive. The word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) the . The word “incurlaw” shall be construed as referring to mean incurall statutes, createrules, issueregulations, assumecodes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), become liable in respect and all judgments, orders and decrees, of all Governmental Authorities. Unless the context requires otherwise (a) any definition of or suffer reference to exist 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, supplemented or otherwise modified (and the words “incurred” and “incurrence” shall have correlative meaningssubject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (eb) the word “or” any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to mean “and/or”time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (fc) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns assigns, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (gf) the words “asset” and “property” shall be construed to have the same meaning and effecteffect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein The terms “knowledge of”, “awareness of” and “receipt of notice of” in relation to Articlesthe Borrower, Sectionsand other similar expressions, Exhibits and Schedules shall be deemed references to Articles and Sections mean knowledge of, and Exhibits and Schedules toawareness of, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided hereinor receipt of notice by, any reference in this Agreement to any Loan Document or organizational document a Responsible Officer of the Loan Parties shall mean such document as amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeBorrower.

Terms Generally. The definitions set forth or referred to in Section 1.01 shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the The word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (; and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have as having the same meaning and effecteffect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The words “herein,” “hereof’ and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision of this Agreement unless the context shall otherwise require. All references herein to Articles, Sections, paragraphs, clauses, subclauses, Exhibits and Schedules shall be deemed references to Articles Articles, Sections, paragraphs, clauses and Sections subclauses of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as Unless otherwise expressly provided herein, any reference in this Agreement (a) all references to any Loan Document or documents, instruments and other agreements (including the Credit Documents and organizational document of documents) shall be deemed to include all subsequent amendments, restatements, amendments and restatements, supplements and other modifications thereto, but only to the Loan Parties shall mean such document as amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on extent that such amendments, restatements, amendments and restatements, supplements or and other modifications set forth herein or in are not prohibited by any other Loan Document). Any reference Credit Document and (b) references to any law law, statute, rule or regulation shall include all statutory and regulatory provisions consolidating, amending, replacing replacing, supplementing or interpreting such law and any reference to any law or regulation shall, unless law. Unless otherwise specified, refer all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). All references herein or in any other Credit Document to an action or certification to be provided by an officer or director of the Borrower shall be interpreted to permit such law action or regulation certification to be provided by an officer or director, as amendedapplicable, modified of the MLP (or supplemented from time to timeits general partner), indirectly on the Borrower’s behalf.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise or except as expressly provided herein, (da) the word “incur” any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issueamended and restated, assumesupplemented or otherwise modified (subject to any restrictions on such amendments, become liable in respect of restatements, supplements or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meaningsmodifications set forth herein), (eb) the word “or” any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to mean “and/or”time amended, supplemented or otherwise modified (including by succession of comparable successor laws), unless otherwise expressly stated to the contrary, (fc) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns (subject to any restrictions on assignments set forth herein), (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (gf) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement refer to any Loan Document or organizational document of the Loan Parties shall mean such document as amendedand all tangible and intangible assets and properties, restatedincluding cash, supplemented or otherwise modified from time to time (subject to any restrictions on such amendmentssecurities, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory accounts and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timecontract rights.

Terms Generally. The definitions set forth or referred to in Section 1.01 shall apply equally to both 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. Unless the context requires otherwise, (a) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” ”; the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) the word “incur” shall be construed to mean incur, create, issue, assume, assume or become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any agreement (including any Loan Document or Document), organizational document of the Loan Parties or other contractual instrument shall mean such document as amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.

Terms Generally. (a) The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the 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 Loan Document, (d) the word “incur” agreement, instrument or other document herein shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issuerestated, assumeamended and restated, become liable in respect of supplemented, replaced or suffer otherwise modified (subject to exist (and the words “incurred” and “incurrence” shall have correlative meaningsany restrictions on such amendments, supplements, replacements or modifications set forth herein), (e) the word “or” shall be construed to mean “and/or”, (fii) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns (subject to any restrictions on assignments set forth herein), (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (giv) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (v) any reference to any law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time, (vi) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articlesrefer to any and all tangible and intangible assets and properties, Sectionsincluding cash, Exhibits securities, accounts and Schedules shall be deemed contract rights, and (vii) all references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context knowledge of any Group Member or facts known by any Group Member shall otherwise requiremean actual knowledge of any Responsible Officer of such Person. Except as otherwise expressly provided herein, any reference in this Agreement to Any Responsible Officer executing any Loan Document or organizational any certificate or other document made or delivered pursuant hereto or thereto, so executes or certifies in his/her capacity as a Responsible Officer on behalf of the Loan Parties applicable Credit Party and not in any individual capacity. (b) The term “enforceability” and its derivatives when used to describe the enforceability of an agreement shall mean that such document agreement is enforceable except as amended, restated, supplemented enforceability may be limited by any Debtor Relief Law and by general equitable principles (whether enforcement is sought by proceedings in equity or otherwise modified from time to time at law). (subject to any restrictions on such amendments, supplements or modifications c) Any terms used in this Agreement that are defined in the UCC shall be construed and defined as set forth in the UCC unless otherwise defined herein; provided that to the extent that the UCC is used to define any term herein and such term is defined differently in different Articles of the UCC, the definition of such term contained in Article 9 of the UCC shall govern. (d) Any reference herein or in any other Loan Document). Any reference Document to any law (i) a transfer, assignment, sale, disposition or transfer, or similar term, shall include all statutory be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company, as if it were a transfer, assignment, sale or transfer, or similar term, as applicable, to a separate Person, and regulatory provisions consolidating(ii) a merger, amendingconsolidation, replacing amalgamation, or interpreting similar term, shall be deemed to apply to the unwinding of such law and any reference to any law a division or regulation shallallocation, unless otherwise specifiedas if it were a merger, refer to such law consolidation, amalgamation or regulation consolidation or similar term, as amendedapplicable, modified or supplemented from time to timewith a separate Person.

Terms Generally. The definitions set forth or referred to of terms in Section 1.01 this Agreement shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Unless the context requires otherwise: (a) any definition of or reference to any agreement, (d) the word “incur” instrument or other document herein shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time permitted to be Refinanced or replaced in accordance with the terms hereof, issue, assume, become liable in respect of each case to the extent so Refinanced or suffer to exist replaced; (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (fb) any reference herein to any person Person shall be construed to include such personPerson’s legal permitted successors and permitted assigns and assigns; (gc) the words “assetherein,” “hereof” and “propertyhereunder,” and words of similar import, shall be construed to have the same meaning refer to this Agreement in its entirety and effect. All not to any particular provision hereof; (d) all references herein to Articles, Sections, Exhibits and Schedules clauses or paragraphs shall be deemed references construed to Articles and Sections ofrefer to Sections, and Exhibits and Schedules toclauses or paragraphs of this Agreement, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, specified; (e) any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such document as amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law or regulation shall (i) include all statutory and regulatory provisions consolidating, amending, replacing replacing, interpreting or interpreting supplementing such law or regulation, and any reference to any law or regulation shall, (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time; and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Notwithstanding anything to the contrary set forth in this Agreement, any reference herein to the First Lien Financing Documents, the First Lien Documents or any of the First Lien Credit Agreement or any other First Lien Document individually “as in effect on the date hereof,” “as in effect on the date entered into” or words of similar meaning shall include a reference to any amendment or other modification of any such document that has been made in accordance with, or with respect to any matters that are not prohibited by, Section 5.3(a); provided that any statement herein to the effect that a capitalized term shall have the meaning as defined in a First Lien Document “as in effect on the date hereof,” “as in effect on the date entered into” (or words of similar meaning) shall not include any changes to such term, if any, contained in any such amendment or modification. Notwithstanding anything to the contrary set forth in this Agreement, any reference herein to the Initial Second Lien Documents or any of the Second Lien Financing Documents or the Initial Second Lien Document or any other Second Lien Document individually “as in effect on the date hereof,” “as in effect on the date entered into” or words of similar meaning shall include a reference to any amendment or other modification of any such document that has been made in accordance with, or with respect to any matters that are not prohibited by, Section 5.3(b); provided that any statement herein to the effect that a capitalized term shall have the meaning as defined in a Second Lien Document “as in effect on the date hereof,” “as in effect on the date entered into” (or words of similar meaning) shall not include any changes to such term, if any, contained in any such amendment or modification.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, (d) the word “incur” instrument or other document herein shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issuesupplemented or otherwise modified (subject to any restrictions on such amendments, assume, become liable in respect of supplements or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meaningsmodifications set forth herein), (e) the word “or” shall be construed to mean “and/or”, (fb) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (gd) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articlesrefer to any and all tangible and intangible assets and properties, Sectionsincluding cash, Exhibits securities, accounts and Schedules shall be deemed references to Articles and Sections ofcontract rights, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (f) any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such document as amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or modified, extended, restated, replaced of supplemented from time to time.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise or except as expressly provided herein, (da) the word “incur” any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issueamended and restated, assumesupplemented or otherwise modified (subject to any restrictions on such amendments, become liable in respect of supplements or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meaningsmodifications set forth herein), (eb) the word “or” any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to mean “and/or”time amended, supplemented or otherwise modified (including by succession of comparable successor laws), unless otherwise expressly stated to the contrary, (fc) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns assigns, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (gf) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement refer to any Loan Document or organizational document of the Loan Parties shall mean such document as amendedand all tangible and intangible assets and properties, restatedincluding cash, supplemented or otherwise modified from time to time (subject to any restrictions on such amendmentssecurities, supplements or modifications set forth herein or in any other Loan Document)accounts and contract rights. Any reference herein to the “knowledge” of the Borrower or any law Restricted Subsidiary shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting mean the actual knowledge of a Responsible Officer of such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timePerson.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Unless the context requires otherwise (a) any definition of or reference to any agreement, (d) the word “incur” instrument or other document herein shall be construed as referring to mean incursuch agreement, create, issue, assume, become liable in respect of instrument or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such other document as from time to time amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein or in any other Loan Document). Any reference to any law Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all statutory references herein to Articles, Sections, Exhibits and regulatory provisions consolidatingSchedules shall be construed to refer to Articles and Sections of, amendingand Exhibits and Schedules to, replacing or interpreting such law and this Agreement, (e) any reference 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 (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. For purposes of determining compliance at any time with Sections 6.01, 6.06, 6.08, 6.09, 6.10(b), 6.12 and 6.14, in the event that any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition or Affiliate transaction, as applicable, meets the criteria of more than one of the categories of transactions or items permitted pursuant to any clause of such Sections 6.01, 6.06, 6.08, 6.09, 6.10(b), 6.12 and 6.14 or the definition of Permitted Lien, the Borrower, in its sole discretion, may, from time to time, classify or reclassify such transaction or item (or portion thereof) and will only be required to include the amount and type of such transaction (or portion thereof) in any one category, in each case to the extent compliant therewith at the time of such classification or reclassification. It is understood and agreed that any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition or Affiliate transaction need not be permitted solely by reference to one category of permitted Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition or Affiliate transaction under Sections 6.01, 6.06, 6.08, 6.09, 6.10(b), 6.12 and 6.14 or the definition of Permitted Lien, respectively, but may instead be permitted in part under any combination of categories available under the applicable covenant (or definition) (it being understood that compliance with each such section is separately required).

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document (dincluding any Loan Document) the word “incur” herein shall be construed as referring to mean incursuch agreement, createinstrument or other document (including any Loan Document) as from time to time amended, issuerestated, assumeamended and restated, become liable in respect of supplemented, extended, renewed, replaced, refinanced or suffer otherwise modified (subject to exist (any restrictions on such amendments, restatements, amendments and the words “incurred” and “incurrence” shall have correlative meaningsrestatements, supplements, extensions, renewals, replacements, refinancings or modifications set forth herein), (e) the word “or” shall be construed to mean “and/or”, (fb) any reference herein or in any Loan Document to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns and assigns, (gc) the words “assetherein”, “hereof” and “property” hereunder”, and words of similar import, shall be construed to have the same meaning refer to this Agreement in its entirety and effect. All not to any particular provision hereof or thereof, (d) all references herein or in any Loan Document to Articles, Sections, clauses, paragraphs, Exhibits and Schedules shall be deemed references construed to refer to Articles and Sections Sections, clauses and paragraphs of, and Exhibits and Schedules to, this Agreement unless or such Loan Document, as applicable, and (e) the context words “asset” and “property”, when used in any Loan Document, shall otherwise requirebe 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. Except as otherwise expressly provided hereinNotwithstanding any other provision of this Agreement to the contrary, any reference in this Agreement where it relates to any Loan Document Additional Borrower which is organized under the laws of Canada or organizational document any province thereof, a reference to a merger includes an amalgamation. For purposes of determining compliance at any time with Sections 6.01, 6.02, 6.03, 6.04, 6.05, 6.06 and 6.07, in the event that any Indebtedness, Lien, payment with respect to Junior Indebtedness restricted by Section 6.06(b), Restricted Payment, contractual restriction, Investment, Disposition or Affiliate transaction, as applicable, meets the criteria of more than one of the categories of transactions or items permitted pursuant to any clause of such Sections 6.01, 6.02, 6.03, 6.04, 6.05, 6.06 and 6.07, the Parent Borrower, in its sole discretion, from time to time, may classify or reclassify such transaction or item (or portion thereof) and will only be required to include the amount and type of such transaction (or portion thereof) in any one category. For purposes of determining the permissibility of any action, change, transaction or event that by the terms of the Loan Parties Documents requires a calculation of any financial ratio or test (including the First Lien Net Leverage Ratio, the Total Net Leverage Ratio or the Secured Net Leverage Ratio), such financial ratio or test shall, except as expressly permitted under this Agreement, be calculated at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall mean be deemed to have occurred solely as a result of a change in such document financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as amendedthe case may be. It is understood and agreed that any Indebtedness, restatedLien, supplemented Restricted Payment, payment with respect to Junior Indebtedness restricted by Section 6.06(b), Investment, Disposition or otherwise modified from time Affiliate transaction need not be permitted solely by reference to time one category of permitted Indebtedness, Liens, Restricted Payments, payments with respect to Junior Indebtedness, Investments, Dispositions or Affiliate transactions under Sections 6.01, 6.02, 6.03, 6.04, 6.05, 6.06 or 6.07, respectively, but may instead be permitted in part under any combination thereof (subject it being understood that compliance with each such section is separately required). Notwithstanding anything to the contrary herein, when (a) calculating any restrictions on such amendmentsapplicable ratio, supplements Consolidated Net Income or modifications Adjusted EBITDA in connection with the incurrence of Indebtedness, the creation of Liens, the making of any Disposition, the making of an Investment or the making of a Restricted Payment, (b) determining compliance with any provision of this Agreement which requires that no Event of Default has occurred, is continuing or would result therefrom, (c) determining compliance with any provision of this Agreement which requires compliance with any representation or warranties set forth herein or (d) determining the satisfaction of all other conditions precedent to the incurrence of Indebtedness, the creation of Liens, the making of any Disposition, the making of an Investment or the making of a Restricted Payment, in each case in connection with a Limited Condition Transaction, the date of determination of such ratio or other provisions, determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom, determination of compliance with any representations or warranties or the satisfaction of any other Loan Documentconditions shall, at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election,” which LCT Election may be in respect of one or more of clauses (a), (b), (c) and (d) above), be deemed to be the date the definitive agreements (or other relevant definitive documentation) for such Limited Condition Transaction are entered into (the “LCT Test Date”). Any reference If on a pro forma basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness, and the use of proceeds thereof), with such ratios and other provisions calculated as if such Limited Condition Transaction or other transactions had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date for which financial statements have been (or are required to be) delivered pursuant to Section 5.01, the Parent Borrower could have taken such action on the relevant LCT Test Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with, unless an Event of Default pursuant to Section 8.01(a) or (b), or, solely with respect to any law Borrower, Section 8.01(g) or (h) shall include all statutory be continuing on the date such Limited Condition Transaction is consummated. For the avoidance of doubt, (i) if, following the LCT Test Date, any of such ratios or other provisions are exceeded or breached as a result of fluctuations in such ratio (including due to fluctuations in Adjusted EBITDA or other components of such ratio) or other provisions at or prior to the consummation of the relevant Limited Condition Transactions, such ratios and regulatory other provisions consolidatingwill not be deemed to have been exceeded or failed to have been satisfied as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactions, amendingunless, replacing other than if an Event of Default pursuant to Section 8.01(a) or interpreting (b), or, solely with respect to any Borrower, Section 8.01(g) or (h), shall be continuing on such law date, the Parent Borrower elects, in its sole discretion, to test such ratios and compliance with such conditions on the date such Limited Condition Transaction or related Specified Transactions is consummated. If the Parent Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, basket availability or compliance with any other provision hereunder (other than actual compliance with the Financial Covenant) on or following the relevant LCT Test Date and prior to the earliest of the date on which such Limited Condition Transaction is consummated, the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction or the date the Parent Borrower makes an election pursuant to clause (ii) of the immediately preceding sentence, any such ratio, basket or compliance with any other provision hereunder shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness or Disqualified Equity Interests, and the use of proceeds thereof) had been consummated on the LCT Test Date; provided, that for purposes of any Restricted Payment or payment of Restricted Indebtedness, such ratio, basket or compliance with any other provision hereunder shall also be tested as if such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness or Disqualified Equity Interests, and the use of proceeds thereof) had not been consummated. Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio (including any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test and any reference Total Net Leverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timesubstantially concurrent utilization of the Incurrence-Based Amounts.

Terms Generally. (a) The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the 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 (a) 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, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) except to the extent Agents’ or Lenders’ consent is required as provided herein, any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. In the computation of periods of time from a specified date to a later specified date, unless expressly specified otherwise, the word “from” shall mean means “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean means “to and including.”, (b) Article and Section headings herein and in the other Margin Loan Documentation are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Margin Loan Documentation. (c) the word “will” Determinations, consents, approvals or any other actions or non-actions taken by or determined by any Agent or Lender shall be construed to have the same meaning and effect as the word “shall”, (d) the word “incur” shall be construed to mean incur, create, issue, assume, become liable made in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such document as amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shallgood faith and, unless otherwise specifiedstated herein, refer to such law or regulation as amended, modified or supplemented from time to timeits sole discretion.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the . The word “fromlaw” shall mean “from be construed as referring to all statutes, treaties, rules, regulations, ordinances, codes, executive orders and including;” administrative or judicial precedents or authorities and other laws, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law. The words “toasset” and “until” each mean “to but excluding” and the word “throughproperty” shall mean “be construed to have the same meaning and including”effect and to refer to any and all tangible and intangible assets and properties, (c) the including cash, securities, accounts and contract rights. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement (including any Loan Document), (d) the word “incur” instrument or other document herein shall be construed as referring to mean incursuch agreement, create, issue, assume, become liable in respect of instrument or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such other document as from time to time amended, amended and restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein or in any other Loan Document). Any reference to any law Person shall be construed to include all statutory such Person’s successors and regulatory provisions consolidatingassigns (subject to any restrictions on assignment set forth herein), amending, replacing or interpreting such law and (c) any reference 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, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof and (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement.

Terms Generally. (a) The definitions set forth or referred to in Section 1.01 shall 1.1 and Section 1.2 will apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall will include the corresponding masculine, feminine and neuter forms. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall will be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall.” The words “herein”, (d) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurredhereof” and “incurrencehereunder” shall have correlative meanings), and words of similar import refer to this Agreement (eincluding the Exhibits and Schedules) the word “or” shall be construed to mean “and/or”, (f) any reference in their entirety and not to any person shall be construed to include such person’s legal successors and permitted assigns and (g) part hereof unless the words “asset” and “property” shall be construed to have the same meaning and effectcontext otherwise requires. All references herein to Articles, Sections, Exhibits and Schedules shall will be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise requirerequires. Except Any references to any statute or regulation are to such statute or regulation as amended and supplemented from time to time (and, in the case of a statute or regulation, to any successor provisions), unless the context otherwise expressly provided herein, any requires. Any reference in this Agreement to a “day” or “number of days” (without the explicit qualification of “business”) will be interpreted as a reference to a calendar day or number of calendar days, as the case may be. If any Loan Document action or organizational document notice is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action or notice will be deferred until, or may be taken or given on, the next Business Day. As used herein, and unless the context otherwise requires, the phrase “made available” and words of similar import mean that the relevant documents, instruments or materials were (A) (x) with respect to information to be made available to Parent, posted and made available to Parent on the Company due diligence data site or otherwise delivered to Wachtell Lipton by the Company or its Representatives in connection with the transactions contemplated by the Transaction Documents at least one (1) Business Day prior to the date of this Agreement, and (y) with respect to information to be made available to the Company, posted or made available to the Company on Parent’s due diligence data site or delivered to O’Melveny by Parent or its Representatives in connection with the transactions contemplated by the Transaction Documents at least one (1) Business Day prior to the date of this Agreement or (B) filed or furnished to the SEC (and publicly available) at least two (2) Business Days prior to the date of this Agreement. (b) References to “the Company” in the phrase “the Company and its Subsidiaries, taken as a whole”, including for purposes of Article III, will be deemed to include the Company’s equity interest in Parent through the Company’s ownership of Parent Class A Common Stock and the related value to the Company thereof and the Company’s equity interest in the Portfolio Company through the Company’s ownership of the Loan Parties Portfolio Securities and the related value to the Company thereof; provided, that in no event shall mean such document as amendedParent, restatedthe Portfolio Company or any of their respective Subsidiaries constitute a Subsidiary of the Company or any of its Subsidiaries. (c) For all purposes of this Agreement, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications each Party hereto acknowledges and agrees that none of the representations and warranties set forth herein in Article III (other than Section 3.14 (Tax) and Section 3.15 (Tax Matters)) or in any certificate delivered by the Company pursuant hereto (including with respect to the condition set forth in Section 6.2(a)) are being made with respect to Parent, its Subsidiaries, the Portfolio Company, its Subsidiaries or the respective businesses of the Portfolio Company or Parent (including their respective Subsidiaries) or, if the GCI Divestiture is consummated, GCI Spinco, GCI, their respective Subsidiaries or the GCI Business, and that Parent, the Portfolio Company, their respective Subsidiaries, and the respective businesses of the Portfolio Company and Parent and, if the GCI Divestiture is consummated, GCI Spinco, GCI, their respective Subsidiaries and the GCI Business shall be excluded from the representations and warranties set forth in Article III (other Loan Documentthan Section 3.14 (Tax) and Section 3.15 (Tax Matters). Any reference ) and in any certificate delivered by the Company pursuant hereto for all purposes of this Agreement (including for purposes of Section 6.2(a)), except that (i) this sentence shall not limit (A) any representations or warranties herein by the Company regarding the Company’s or any of its Subsidiaries’ ownership of the Portfolio Securities or the Company Owned Parent Shares or (B) any statement, representation or warranty made in the Company Tax Opinion Representation Letter and (ii) notwithstanding anything to the contrary in this Agreement, each and every representation and warranty set forth in Article III (other than Section 3.15 (Tax Matters)) with respect to, for or relating to GCI Spinco, GCI, any law of their respective Subsidiaries or the GCI Business shall be deemed to be qualified by and subject to an exception for “Company Material Adverse Effect”. (d) For all purposes of this Agreement, each Party hereto acknowledges and agrees that none of the representations and warranties set forth in Article IV (other than Section 4.11 (Tax Matters)) or in any certificate delivered by Parent pursuant hereto (including as such representations and warranties are included in the condition set forth in Section 6.3(a)) are being made with respect to the Portfolio Company and its Subsidiaries or the business of the Portfolio Company and that the Portfolio Company, its Subsidiaries and the business of the Portfolio Company shall be excluded from the representations and warranties set forth in Article IV (other than Section 4.11 (Tax Matters)) and in any certificate delivered by Parent pursuant hereto for all purposes of this Agreement, except that this sentence shall not limit (i) any representations or warranties herein by Parent regarding Parent’s or any of its Subsidiaries’ ownership of the Portfolio Securities or (ii) any statement, representation or warranty made in the Parent Tax Opinion Representation Letter. (e) For the avoidance of doubt, the phrase “Parent and its Subsidiaries” will be deemed to include all statutory Merger Sub and regulatory provisions consolidatingMerger LLC prior to the Effective Time, amending, replacing or interpreting such law the Surviving Corporation following the Effective Time and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timethe Surviving Company following the Upstream Effective Time.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (da) the word “incur” any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issuerestated, assumesupplemented or otherwise modified (subject to any restrictions on such amendments, become liable in respect of supplements or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meaningsmodifications set forth herein), (e) the word “or” shall be construed to mean “and/or”, (fb) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference in any definition to the phrase “at any time” or “for any period” shall refer to the same time or period for all calculations or determinations within such definition, (f) any law, rule or regulation herein shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified or supplemented from time to time and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement refer to any Loan Document or organizational document of the Loan Parties shall mean such document as amendedand all tangible and intangible assets and properties, restatedincluding cash, supplemented or otherwise modified from time to time (subject to any restrictions on such amendmentssecurities, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory accounts and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timecontract rights.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) (i) any definition of or reference to any agreement, (d) the word “incur” instrument or other document herein shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issuesupplemented or otherwise modified (subject to any restrictions on such amendments, assume, become liable in respect of supplements or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meaningsmodifications set forth herein), and (eii) the word “or” references to any statute or regulation shall be construed to mean “and/or”as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting the statute or regulation, (fb) any reference herein to any person Person shall be construed to include such personPerson’s legal permitted successors and permitted assigns assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (gd) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articlesrefer to any and all tangible and intangible assets and properties, Sectionsincluding cash, Exhibits securities, accounts and Schedules shall be deemed references to Articles contract rights and Sections of, and Exhibits and Schedules to, this Agreement (f) unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document action of the Loan Parties Lender by way of consent, approval or waiver shall mean such document as amended, restated, supplemented or otherwise be deemed modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or by the phrase “in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeits/their sole discretion”.

Terms Generally. The definitions set forth or referred to of terms in Section 1.01 this Agreement shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Unless the context requires otherwise: (a) 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, supplemented, modified, renewed or extended; (db) the word “incur” any reference herein to any Person shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist include such Person’s successors and assigns; (and c) the words “incurredherein,” “hereof” and “incurrencehereunder,” shall have correlative meanings)and words of similar import, (e) the word “or” shall be construed to mean refer to this Agreement in its entirety and not to any particular provision hereof; (d) all references herein to Sections shall be construed to refer to Sections of this Agreement; (e) all references to “and/or”, knowledge” in this Agreement refers to the actual knowledge (after reasonable inquiry) of such Person making such certification; (f) any reference to any person law or regulation shall be construed (i) include all statutory and regulatory provisions consolidating, amending, replacing or interpreting or supplementing such law or regulation, and (ii) unless otherwise specified, refer to include such person’s legal successors and permitted assigns and law or regulation as amended, modified or supplemented from time to time; and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement refer to any Loan Document or organizational document of the Loan Parties shall mean such document as amendedand all tangible and intangible assets and properties, restatedincluding cash, supplemented or otherwise modified from time to time (subject to any restrictions on such amendmentssecurities, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory accounts and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timecontract rights.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Unless the context requires otherwise, (da) the word “incur” any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issueamended and restated, assumesupplemented or otherwise modified (including pursuant to any permitted refinancing, become liable extension, renewal, replacement, restructuring or increase (in respect of each case, whether pursuant to one or suffer more agreements or with different lenders or different agents), but subject to exist (and the words “incurred” and “incurrence” shall have correlative meaningsany restrictions on such amendments, supplements or modifications set forth herein), (e) the word “or” shall be construed to mean “and/or”, (fb) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all of the functions thereof, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (gd) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articlesrefer to any and all tangible and intangible assets and properties, Sectionsincluding cash, Exhibits securities, accounts and Schedules shall be deemed references to Articles and Sections ofcontract rights, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (f) any reference in this Agreement to any Loan Document or organizational document Requirement of the Loan Parties shall mean Law shall, unless otherwise specified, refer to such document Requirement of Law as amended, restated, modified or supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law and shall include all statutory and regulatory provisions consolidating, amending, replacing replacing, supplementing or interpreting such law Requirement of Law, (g) the phrase “for the term of this Agreement” and any reference similar phrases shall mean the period beginning on the Effective Date and ending on the Latest Maturity Date, the term “manifest error” shall be deemed to include any law clearly demonstrable error whether or regulation shallnot obvious on the face of the document containing such error, unless (h) all references to “knowledge” or “awareness” of any Loan Party or a Restricted Subsidiary thereof means the actual knowledge of a Responsible Officer of a Loan Party or such Restricted Subsidiary and (i) all references to “in the ordinary course of business” of the Parent or any Subsidiary thereof means (x) in the ordinary course of business of, or in furtherance of an objective that is in the ordinary course of business of, the Parent and/or such Subsidiary, as applicable, (y) customary and usual in the software industry where the Parent’s or any Subsidiary’s businesses are located or performed or (z) generally consistent with the past or current practice of the Parent or any Subsidiary thereof and/or similarly situated software companies where the Parent’s or any Subsidiary’s businesses are located or performed. Unless otherwise specified, refer all references herein to such law times of day shall be references to New York City time (daylight or regulation standard, as amended, modified or supplemented from time to timeapplicable).

Terms Generally. (a) The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Unless the context requires otherwise (a) any definition of or reference to any agreement, (d) the word “incur” instrument or other document herein shall be construed as referring to mean incursuch agreement, create, issue, assume, become liable in respect of instrument or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such other document as from time to time amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein or in any other Loan Document). Any reference to any law Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all statutory references herein to Articles, Sections, Exhibits and regulatory provisions consolidatingSchedules shall be construed to refer to Articles and Sections of, amendingand Exhibits and Schedules to, replacing or interpreting such law and this Agreement, (e) any reference 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 (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. (b) For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (i) 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 (ii) 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.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Unless the context requires otherwise, (da) any definition of or reference to any agreement (including this Agreement and the word “incur” other Loan Documents), instrument or other document herein shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issueamended and restated, assumesupplemented or otherwise modified (subject to any restrictions on such amendments, become liable in respect of supplements or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meaningsmodifications set forth herein), (e) the word “or” shall be construed to mean “and/or”, (fb) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or Regulatory Supervising Organization, any other Governmental Authority or Regulatory Supervising Organization that shall have succeeded to any or all functions thereof, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law, rule or regulation herein shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified or supplemented from time to time and (gf) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement refer to any Loan Document or organizational document of the Loan Parties shall mean such document as amendedand all tangible and intangible assets and properties, restatedincluding cash, supplemented or otherwise modified from time to time (subject to any restrictions on such amendmentssecurities, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory accounts and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timecontract rights.

Terms Generally. 2.1 The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein (dincluding this Agreement) the word “incur” shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issuesupplemented, assumerestated or otherwise modified (subject to any restrictions on such amendments, become liable in respect of supplements, restatements or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meaningsmodifications set forth herein), (e) the word “or” shall be construed to mean “and/or”, (fb) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns and assigns, (gc) the words “assetherein”, “hereof” and “property” hereunder”, and words of similar import, shall be construed to have the same meaning refer to this Agreement in its entirety and effect. All not to any particular provision hereof, (d) unless otherwise expressly stated, all references herein in these Provisions to Articles, Sections, Exhibits and Schedules shall be deemed references construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided hereinthese Provisions, any reference but all such references elsewhere in this Agreement shall be construed to any Loan Document or organizational document of the Loan Parties shall mean such document as amendedrefer to this Agreement apart from these Provisions, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timetime and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. 2.2 If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the 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”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (b) in including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental/Judicial Bodies. 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 words “to” and “until” each shall mean “to but excluding” and the word “through” shall mean “to and including”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided hereinherein and unless the context requires otherwise, (a) any definition of or reference in to any agreement, instrument or other document herein (including this Agreement or any other Loan Document) shall be construed as referring to any Loan Document such agreement, instrument or organizational document of the Loan Parties shall mean such other document as from time to time amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein or to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental/Judicial Body, any other Loan Document). Any Governmental/Judicial Body that shall have succeeded to any or all functions thereof, (c) any definition of or reference to any law shall include all statutory and regulatory provisions consolidatingstatute, amending, replacing or interpreting such law and any reference to any law rule or regulation shall, unless otherwise specified, refer to such law or regulation shall be construed as amended, modified or supplemented referring thereto as from time to timetime amended, supplemented or otherwise modified (including by succession of comparable successor laws), (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof and (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the . The words “asset” and “property” shall be construed to have the same meaning and effecteffect and to refer to any and all real and personal, tangible and intangible assets and properties, including intellectual property, cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules The word “law” shall be deemed references construed as referring to Articles all statutes, rules, regulations, codes and Sections of, other laws (including official rulings and Exhibits and Schedules to, this Agreement unless interpretations thereunder having the context shall otherwise requireforce of law) of all Governmental Authorities. Except as otherwise expressly provided herein, herein and unless the context requires otherwise (a) any definition of or reference in to any agreement (including this Agreement and the other Loan Documents), instrument or other document herein shall be construed as referring to any Loan Document such agreement, instrument or organizational document of the Loan Parties shall mean such other document as from time to time amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein or to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Loan Document). Any Governmental Authority that shall have succeeded to any or all functions thereof, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) with respect to the determination of any period of time, the word “from” means “from and including” and the word “to” means “to but excluding” and (f) any definition of or reference to any law shall include all statutory and regulatory provisions consolidatingstatute, amending, replacing or interpreting such law and any reference to any law rule or regulation shall, unless otherwise specified, refer to such law or regulation shall be construed as amended, modified or supplemented referring thereto as from time to timetime amended, supplemented or otherwise modified, and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder having the force of law.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Unless the context requires otherwise (a) any definition of or reference to any agreement, (d) the word “incur” instrument or other document herein shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issuesupplemented, assumerestated or otherwise modified (subject to any restrictions on such amendments, become liable in respect of supplements, restatements or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meaningsmodifications set forth herein), (e) the word “or” shall be construed to mean “and/or”, (fb) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns and assigns, (gc) the words “assetherein,” “hereof” and “propertyhereunder,” and words of similar import, shall be construed to have the same meaning refer to this Agreement in its entirety and effect. All not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be deemed references construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided hereinAgreement, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such document as amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and e) any reference 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; (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights; and (g) titles of Articles and Sections in this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the . The words “asset” and “property” shall be construed to have the same meaning and effecteffect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules The word “law” shall be deemed references construed as referring to Articles all statutes, rules, regulations, codes and Sections ofother laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and Exhibits all judgments, orders, writs and Schedules todecrees, this Agreement unless the context shall otherwise requireof all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Loan Documents) shall, except as otherwise provided herein, any reference in this Agreement be construed as referring to any Loan Document such agreement, instrument or organizational document of the Loan Parties shall mean such other document as from time to time amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein herein), (b) any definition of or in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidatingstatute, amending, replacing or interpreting such law and any reference to any law rule or regulation shall, unless otherwise specified, refer to such law or regulation shall be construed as amended, modified or supplemented referring thereto as from time to timetime amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and binding interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof and (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement.

Terms Generally. (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement the Loan Documents in which the reference appears unless the context shall otherwise require. . (b) Except as otherwise expressly provided hereinotherwise in any Loan Document, (i) any reference in this Agreement to any Loan Document or organizational document other document, agreement or instrument (including any by-laws, limited partnership agreement, limited liability company agreement, articles of incorporation, certificate of limited partnership or certificate of formation, as the Loan Parties case may be) shall mean such document Loan Document, document, agreement or instrument as amended, restated, supplemented amended and restated, supplemented, otherwise modified, replaced, renewed, extended or otherwise modified refinanced from time to time (subject in accordance with the terms hereof and thereof and any reference in this Agreement to any restrictions on person shall include a reference to such amendments, supplements or modifications set forth herein or in person’s permitted assigns and successors-in-interest and (ii) any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, succeeding, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified modified, extended, restated, replaced, superseded or supplemented from time to time.

Terms Generally. The definitions set forth or referred to in Section 1.01 shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (i) any reference in this Agreement to any Loan Document or organizational document of the Loan Parties any other agreement or contract shall mean such document as amended, restated, supplemented or otherwise modified from time to time and (subject to ii) any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with United States generally accepted accounting principles applied on a consistent basis (“GAAP”) and all terms of an accounting or financial nature shall be construed and interpreted in accordance with GAAP, as in effect from time to time; provided, that to the extent GAAP shall change after the Closing Date, the parties hereto agree to negotiate in good faith to modify the covenants herein so that they may be construed and interpreted in accordance with GAAP as then in effect, provided that until such modification has been agreed, the covenants herein shall be interpreted, and all computations of amounts and ratios referred to herein shall be made, on the basis of GAAP as in effect and applied immediately before such change shall have become effective. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, (A) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) (and related interpretations) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, (B) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof, and (C) without giving effect to any change to GAAP occurring after May 26, 2017 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 842), issued by the Financial Accounting Standards Board on February 25, 2016, or any other updates or proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or such similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Date.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Unless the context requires otherwise, (da) the word “incur” any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issueamended and restated, assumesupplemented or otherwise modified (including pursuant to any permitted refinancing, become liable extension, renewal, replacement, restructuring or increase (in respect of each case, whether pursuant to one or suffer more agreements or with different lenders or different agents), but subject to exist (and the words “incurred” and “incurrence” shall have correlative meaningsany restrictions on such amendments, supplements or modifications set forth herein), (e) the word “or” shall be construed to mean “and/or”, (fb) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all of the functions thereof, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (gd) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articlesrefer to any and all tangible and intangible assets and properties, Sectionsincluding cash, Exhibits securities, accounts and Schedules shall be deemed references to Articles and Sections ofcontract rights, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (f) any reference in this Agreement to any Loan Document or organizational document Requirement of the Loan Parties shall mean Law shall, unless otherwise specified, refer to such document Requirement of Law as amended, restated, modified or supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law and shall include all statutory and regulatory provisions consolidating, amending, replacing replacing, supplementing or interpreting such law Requirement of Law, (g) the phrase “for the term of this Agreement” and any reference similar phrases shall mean the period beginning on the Effective Date and ending on the Latest Maturity Date, the term “manifest error” shall be deemed to include any law clearly demonstrable error whether or regulation shallnot obvious on the face of the document containing such error, unless (h) all references to “knowledge” or “awareness” of any Loan Party or a Restricted Subsidiary thereof means the actual knowledge of a Responsible Officer of a Loan Party or such Restricted Subsidiary and (i) all references to “in the ordinary course of business” of the Parent, the Borrower or any Subsidiary thereof means (x) in the ordinary course of business of, or in furtherance of an objective that is in the ordinary course of business of, the Parent, the Borrower and/or such Subsidiary, as applicable, (y) customary and usual in the software industry where the Parent’s, the Borrower’s or any Subsidiary’s businesses are located or performed or (z) generally consistent with the past or current practice of the Parent, the Borrower or any Subsidiary thereof and/or similarly situated software companies where the Parent’s, the Borrower’s or any Subsidiary’s businesses are located or performed. Unless otherwise specified, refer all references herein to such law times of day shall be references to New York City time (daylight or regulation standard, as amended, modified or supplemented from time to timeapplicable).

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the 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”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (b) in including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and degrees, of all Governmental Authorities. In the computation of periods of time from a specified date to a later specified date, the word “from” shall mean means “from and including;” the words “to” and “until” each mean “to but excluding” and the word “throughto” shall mean means “to and includingbut excluding”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein and unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein (including this Agreement and the other Loan Documents) shall, except as otherwise provided herein, any reference in this Agreement be construed as referring to any Loan Document such agreement, instrument or organizational document of the Loan Parties shall mean such other document as it was originally executed or as it may from time to time be amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein herein), (ii) any definition of or in any other Loan Document). Any reference to any law statute, rule or regulation shall include be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including succession of comparable successor laws), and all statutory references to any statute shall be construed as referring to all rules, regulations, rulings and regulatory provisions consolidatingofficial interpretations promulgated or issued thereunder, amending, replacing or interpreting such law and (iii) any reference herein to any law Person shall be construed to include such Person’s successors and permitted assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or regulation shallall functions thereof, (iv) the words “hereof”, “herein” and “hereunder” and words of similar import shall be construed to refer to this Agreement as a whole and not to any particular provision hereof, (v) all references to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of Exhibits and Schedules to this Agreement and (vi) all references to a specific time shall be construed to refer to the time in the city and state of the Administrative Agent’s principal office, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeindicated.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Unless the context requires otherwise, (da) unless otherwise provided herein, any definition of or reference to any agreement (including this Agreement and the word “incur” other Loan Documents), instrument or other document herein shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issueamended and restated, assumesupplemented or otherwise modified (subject to any restrictions on such amendments, become liable in respect of restatements, supplements or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meaningsother modifications set forth herein), (e) the word “or” shall be construed to mean “and/or”, (fb) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (ge) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement refer to any Loan Document or organizational document of the Loan Parties shall mean such document as amendedand all tangible and intangible assets and properties, restatedincluding cash, supplemented or otherwise modified from time to time (subject to any restrictions on such amendmentssecurities, supplements or modifications set forth accounts and contract rights. Any reference herein or in any other Loan DocumentDocument to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation) (including a Division/Series Transaction), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any reference to division of a limited liability company shall constitute a separate Person hereunder (and each division of any law limited liability company that is a Subsidiary, joint venture or any other like term shall include all statutory and regulatory provisions consolidating, amending, replacing also constitute a Person or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeentity).

Terms Generally. (a) The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the 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 (a) 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, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) except to the extent Agents’ or Lenders’ consent is required as provided herein, any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. In the computation of periods of time from a specified date to a later specified date, unless expressly specified otherwise, the word “from” shall mean means “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean means “to and including.”, (b) Section headings herein and in the other Margin Loan Documentation are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Margin Loan Documentation. (c) the word “will” Determinations, consents, approvals or any other actions or non-actions taken by or determined by any Agent or Lender shall be construed to have the same meaning and effect as the word “shall”, (d) the word “incur” shall be construed to mean incur, create, issue, assume, become liable made in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such document as amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shallgood faith and, unless otherwise specifiedstated herein, refer to such law or regulation as amended, modified or supplemented from time to timeits sole discretion.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in . 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 means “from and including;” the words “to” and “until” each mean “to but excluding” and the word “throughto” shall mean means “to and includingbut excluding”. Unless the context requires otherwise (i) any definition of or reference to any agreement, (c) the word “will” instrument or other document herein shall be construed as referring to have the same meaning and effect such agreement, instrument or other document as the word “shall”it was originally executed or as it may from time to time be amended, restated, supplemented or otherwise modified, (d) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (fii) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns and assigns, (giii) the words “assethereof”, “herein” and “propertyhereunder” and words of similar import shall be construed to have the same meaning refer to this Agreement as a whole and effect. All not to any particular provision hereof, (iv) all references herein to Articles, Sections, Exhibits and Schedules shall be deemed references construed to Articles and Sections ofrefer to Articles, and Sections, Exhibits and Schedules toto this Agreement, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such document as amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and v) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timetime 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. To the extent that any of the representations and warranties contained in ARTICLE V under this Agreement is qualified by “Material Adverse Effect”, then the qualifier “in all material respects” contained in Section 9.1(c) shall not apply. Unless otherwise indicated, all references to time are references to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts shall mean Dollars. In determining whether any individual event, act, condition or occurrence of the foregoing types could reasonably be expected to result in a Material Adverse Effect, notwithstanding that a particular event, act, condition or occurrence does not itself have such effect, a Material Adverse Effect shall be deemed to have occurred if the cumulative effect of such event, act, condition or occurrence and all other such events, acts, conditions or occurrences of the foregoing types which have occurred could reasonably be expected to result in a Material Adverse Effect. Any certificate or other writing required hereunder or under any other Loan Document to be certified by a Responsible Officer of any Person shall be deemed to be executed and delivered by such Responsible Officer solely in such individual’s capacity as a Responsible Officer of such Person and not in such Responsible Officer’s individual capacity.

Terms Generally. (a) The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the 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 Loan Document, (d) the word “incur” agreement, instrument or other document herein shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issuerestated, assumeamended and restated, become liable in respect of supplemented, replaced or suffer otherwise modified (subject to exist (and the words “incurred” and “incurrence” shall have correlative meaningsany restrictions on such amendments, supplements, replacements or modifications set forth herein), (e) the word “or” shall be construed to mean “and/or”, (fii) any reference herein to any person shall be construed to include such person’s legal successors and permitted assigns (subject to any restrictions on assignments set forth herein), (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (giv) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (v) any reference to any law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time, (vi) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articlesrefer to any and all tangible and intangible assets and properties, Sectionsincluding cash, Exhibits securities, accounts and Schedules shall be deemed contract rights, and (vii) all references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context knowledge of any Group Member or facts known by any Group Member shall otherwise requiremean actual knowledge of any Responsible Officer of such Person. Except as otherwise expressly provided herein, any reference in this Agreement to Any Responsible Officer executing any Loan Document or organizational any certificate or other document made or delivered pursuant hereto or thereto, so executes or certifies in his/her capacity as a Responsible Officer on behalf of the Loan Parties applicable Credit Party and not in any individual capacity. (b) The term “enforceability” and its derivatives when used to describe the enforceability of an agreement shall mean that such document agreement is enforceable except as amended, restated, supplemented enforceability may be limited by any Debtor Relief Law and by general equitable principles (whether enforcement is sought by proceedings in equity or otherwise modified from time to time at law). (subject to any restrictions on such amendments, supplements or modifications c) Any terms used in this Agreement that are defined in the UCC shall be construed and defined as set forth herein or in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, the UCC unless otherwise specifieddefined herein; provided that to the extent that the UCC is used to define any term herein and such term is defined differently in different Articles of the UCC, refer to the definition of such law or regulation as amended, modified or supplemented from time to timeterm contained in Article 9 of the UCC shall govern.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Any reference herein to “the date hereof”, “the date of this Agreement” and words of similar import shall be deemed to mean the Effective Date. Unless the context requires otherwise (da) the word “incur” any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issuesupplemented or otherwise modified (subject to any restrictions on such amendments, assumesupplements or modifications set forth herein, become liable including in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meaningsSection 6.08), (e) the word “or” shall be construed to mean “and/or”, (fb) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified, supplemented, reenacted or redesignated from time to time and (gf) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement refer to any Loan Document or organizational document of the Loan Parties shall mean such document as amendedand all tangible and intangible assets and properties, restatedincluding cash, supplemented or otherwise modified from time to time (subject to any restrictions on such amendmentssecurities, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory accounts and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timecontract rights.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the 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 (a) 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, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, amendment and restatements, supplements or modifications set forth herein), (b) any definition of or reference to any law, statute, rule or regulation shall, unless otherwise specified, be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such assignments set forth herein), (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (f) the words “neither,” “nor,” “any,” “either” and “or” are not exclusive, and (g) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” shall mean means “to and including”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document “knowledge” of the Loan Parties shall mean such document as amendedBorrower or any of its Subsidiaries means the actual knowledge of the President, restateda Vice President, supplemented a Financial Officer or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timesimilar officer.

Terms Generally. (a) The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Unless the context requires otherwise, (da) the word “incur” any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to mean incursuch agreement, create, issue, assume, become liable in respect of instrument or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such other document as from time to time amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any , (b) any reference herein to any law Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all statutory references herein to Sections, Schedules and regulatory provisions consolidatingExhibits shall be construed to refer to Sections of, amendingand Schedules and Exhibits to, replacing or interpreting such law this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and interests in any of the foregoing, and (f) any reference to any law a statute, rule or regulation shallis to that statute, unless otherwise specified, refer to such law rule or regulation as amended, modified now enacted or supplemented as the same may from time to time be amended, re-enacted or expressly replaced. (b) Notwithstanding anything to the contrary contained herein, for purposes of any determination under Article VI and Article VII and the calculation of compliance with any financial ratio for purposes of determining financial covenant compliance or taking any action hereunder or other transaction, event or circumstance, or any other determination under any other provision of this Agreement not covered elsewhere in this Section 1.04(b) (any of the foregoing, a “specified transaction”), in a currency other than Dollars, (i) the Dollar Amount of a specified transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by a publicly available service for displaying exchange rates customarily referenced by the Administrative Agent for such foreign currency, as in effect at 11:00 A.M. (New York time) on the date of such specified transaction (which, in the case of any Restricted Payment, shall be deemed to be the date of the declaration thereof and, in the case of the incurrence of Indebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if applicable, associated Lien granted) pursuant to any Permitted Refinancing of Indebtedness denominated in a currency other than Dollars, and the relevant Permitted Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Permitted Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Indebtedness following such Permitted Refinancing (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness subject to such Permitted Refinancing, except by an amount equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Permitted Refinancing, (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be incurred under Section 7.04 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the rate of currency exchange occurring after the time of any specified transaction so long as such specified transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in this Section.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the . The word “fromor” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the not be exclusive. The word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) the . The word “incurlaw” shall be construed as referring to mean incurall statutes, createrules, issueregulations, assumecodes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), become liable in respect and all judgments, orders and decrees, of all Governmental Authorities. Unless the context requires otherwise (a) any definition of or suffer reference to exist 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, supplemented or otherwise modified (and the words “incurred” and “incurrence” shall have correlative meaningssubject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (eb) the word “or” any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to mean “and/or”time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (fc) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns assigns, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (gf) the words “asset” and “property” shall be construed to have the same meaning and effecteffect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein The terms “knowledge of”, “awareness of” and “receipt of notice of” in relation to Articlesa Loan Party, Sectionsand other similar expressions, Exhibits and Schedules shall be deemed references to Articles and Sections mean knowledge of, and Exhibits and Schedules toawareness of, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided hereinor receipt of notice by, any reference in this Agreement to any a Responsible Officer of such Loan Document or organizational document of the Loan Parties shall mean such document as amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeParty.

Terms Generally. The definitions set forth or referred to of terms herein and in Section 1.01 the other Loan Documents shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in . 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 means “from and including;” the words “to” and “until” each mean “to but excluding” and the word “throughto” shall mean means “to and includingbut excluding”. Unless the context requires otherwise (i) any definition of or reference to any agreement, (c) the word “will” instrument or other document herein or in any other Loan Document shall be construed as referring to have the same meaning and effect as the word “shall”such agreement, (d) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of instrument or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such other document as it was originally executed or as it may from time to time be amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any , (ii) any reference herein or in any other Loan Document to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “hereof”, “herein” and “hereunder” and words of similar import shall be construed to refer to this Agreement as a whole and not to any particular provision hereof, (iv) all references to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles, Sections, Exhibits and Schedules to this Agreement, (v) all references to a specific time shall be construed to refer to the time in the city and state of the Administrative Agent’s principal office, unless otherwise indicated and (vi) any definition of or reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting any such law and any reference to or definition of any law or regulation shallregulation, unless otherwise specified, shall refer to such law or regulation as amended, modified or supplemented from time to time.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the The word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) the .” The word “incurlaw” shall be construed as referring to mean incurall statutes, createrules, issueregulations, assumecodes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), become liable in respect and all judgments, orders and decrees, of all Governmental Authorities. Unless the context requires otherwise or unless otherwise provided herein, (a) any definition of or suffer reference to exist 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, supplemented or otherwise modified (and the words “incurred” and “incurrence” shall have correlative meaningssubject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (eb) the word “or” any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to mean “and/or”time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (fc) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (d) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (gf) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement refer to any Loan Document or organizational document of the Loan Parties shall mean such document as amendedand all tangible and intangible assets and properties, restatedincluding cash, supplemented or otherwise modified from time to time (subject to any restrictions on such amendmentssecurities, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory accounts and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timecontract rights.

Terms Generally. (1) The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwiseThe words "include", (a) the words “include”, “"includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the ". The word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the word “"will” " shall be construed to have the same meaning and effect as the word “"shall”". Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein (dincluding this Agreement) the word “incur” shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issuesupplemented, assumerestated or otherwise modified (subject to any restrictions on such amendments, become liable in respect of supplements, restatements or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meaningsmodifications set forth herein), (e) the word “or” shall be construed to mean “and/or”, (fb) any reference herein to any person Person shall be construed to include such person’s legal Person's successors and permitted assigns and assigns, (gc) the words “asset” "herein", "hereof' and “property” "hereunder", and words of similar import, shall be construed to have the same meaning refer to this Agreement in its entirety and effect. All not to any particular provision hereof, (d) unless otherwise expressly stated, all references herein in these Provisions to Articles, Sections, Exhibits and Schedules shall be deemed references construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided hereinthese Provisions, any reference but all such references elsewhere in this Agreement shall be construed to any Loan Document or organizational document of the Loan Parties shall mean such document as amendedrefer to this Agreement apart from these Provisions, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timetime and (f) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.” The phrase “Material Adverse Effect” shall be deemed to be followed by the phrase “, (b) individually or in the computation of periods of time from a specified date aggregate.” The word “asset” shall be construed to a later specified date, have the same meaning and effect as the word “fromproperty.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Unless the context requires otherwise (a) any definition of or reference to any Loan Document, (d) the word “incur” agreement, instrument or other document herein shall be construed as referring to mean incursuch agreement, create, issue, assume, become liable in respect of instrument or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such other document as from time to time amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth in any Loan Document), (b) any reference herein to any person shall be construed to include such person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof and (d) all references herein to Articles, Sections, Exhibits, exhibits, Schedules and schedules shall be construed to refer to Articles and Sections of, and Exhibits, exhibits, Schedules and schedules to, this Agreement, unless otherwise indicated. Any reference herein or in any other Loan DocumentDocument to the satisfaction, repayment, or payment in full of the Obligations shall mean the termination of the Commitments and the repayment in Dollars in full in cash or immediately available funds (or, (i) in the case of contingent reimbursement obligations with respect to Letters of Credit, depositing cash collateral into the LC Sub-Account, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, in an amount in cash equal to one hundred five (105%) percent of the LC Exposure as of such date, and (ii) in the case of obligations with respect to Bank Products (other than Hedging Obligations entered into with one or more of the Hedging Providers), providing cash collateral for all of the Obligations (including the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of the other Obligations entered into with one or more of the Hedging Providers) under Hedging Agreements provided by Hedging Providers) in an amount in cash equal to one hundred five (105%) percent thereof, other than (A) unasserted contingent indemnification Obligations, (B) any Bank Product Obligations (other than Hedging Obligations entered into with one or more of the Hedging Providers) that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding without being required to be repaid or cash collateralized, and (C) any Hedging Obligations that, at such time, are allowed by the applicable Hedging Provider to remain outstanding without being required to be repaid. Any reference This Section 1.03 shall apply, mutatis mutandis, to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeLoan Documents.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, (d) the word “incur” instrument or other document herein shall be construed as referring to mean incursuch agreement, create, issue, assume, become liable in respect of instrument or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such other document as from time to time amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein or to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any other Loan Document). Any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights unless otherwise specified. Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.” The phrase “Material Adverse Effect” shall be deemed to be followed by the phrase “, (b) individually or in the computation of periods of time from a specified date to a later specified date, the word “fromaggregate.” shall mean “from and including;” the The words “toasset” and “until” each mean “to but excluding” and the word “throughproperty” shall mean “be construed to have the same meaning and including”, (c) the effect. The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Unless the context requires otherwise, (da) the word “incur” any definition of or reference to any Loan Document, agreement, instrument or other document herein shall be construed as referring to mean incursuch Loan Document, createagreement, issue, assume, become liable in respect of instrument or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such other document as from time to time amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any , (b) any reference herein to any person shall be construed to include such person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits, exhibits, Schedules and schedules shall be construed to refer to Articles and Sections of, and Exhibits, exhibits, Schedules and schedules to, this Agreement, unless otherwise indicated and (e) any reference to any law or regulation shall (i) include all statutory and regulatory provisions consolidating, amending, replacing or interpreting or supplementing such law or regulation, and any reference to any law or regulation shall, (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.03 shall apply, mutatis mutandis, to all Loan Documents.

Terms Generally. The definitions set forth or referred to in Section 1.01 shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the The word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (; and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have as having the same meaning and effecteffect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision of this Agreement unless the context shall otherwise require. All references herein to Articles, Sections, paragraphs, clauses, subclauses, Exhibits and Schedules shall be deemed references to Articles Articles, Sections, paragraphs, clauses and Sections subclauses of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as Unless otherwise expressly provided herein, any reference in this Agreement (a) all references to any Loan Document or documents, instruments and other agreements (including the Credit Documents and organizational document of documents) shall be deemed to include all subsequent amendments, restatements, amendments and restatements, supplements and other modifications thereto, but only to the Loan Parties shall mean such document as amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on extent that such amendments, restatements, amendments and restatements, supplements or and other modifications set forth herein or in are not prohibited by any other Loan Document). Any reference Credit Document and (b) references to any law law, statute, rule or regulation shall include all statutory and regulatory provisions consolidating, amending, replacing replacing, supplementing or interpreting such law and any reference to any law or regulation shall, unless law. Unless otherwise specified, refer all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). Any Indebtedness referred to herein that has been defeased shall not be deemed to be outstanding anytime after such law or regulation as amended, modified or supplemented from time to timedefeasance.

Terms Generally. (a) The definitions set forth or referred to in Section 1.01 1.1 shall apply equally to both the singular and plural forms and to correlative forms of the terms defined. . (b) Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Unless the context requires otherwise, . (ac) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”, (bd) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the The words “tohereby,” “herewith,” “hereto,” “herein,” “hereof” and “until” each mean “to but excludinghereunder” and words of similar import refer to this Agreement (including the word “through” shall mean “Exhibits and Schedules to and including”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (this Agreement and the words “incurred” Disclosure Schedules) in its entirety and “incurrence” not to any part hereof unless the context shall have correlative meanings), otherwise require. (e) the The word “or” shall be construed to mean has the inclusive meaning represented by the phrase “and/or.”, (f) any reference to any person Unless the context shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All otherwise require, all references herein to Articles, Sections, Exhibits Exhibits, Schedules and the Disclosure Schedules shall be deemed references to Articles Articles, Sections and Sections Exhibits of, and Exhibits Schedules and the Disclosure Schedules to, this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs. (g) Unless the context shall otherwise require, any references to any Contract (including this Agreement) or Law shall be deemed to be references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions). (h) Unless the context shall otherwise require, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person(s) succeeding to its functions and capacities. (i) Any reference to any federal, state, local, or foreign statute or Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context shall otherwise require. Except as otherwise expressly provided herein, any . (j) Any reference in this Agreement to any Loan Document a “day” or organizational document a number of the Loan Parties shall mean such document as amended, restated, supplemented or otherwise modified from time to time “days” (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any without explicit reference to any law “Business Days”) shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any be interpreted as a reference to a calendar day or number of calendar days. If any law action is to be taken or regulation shallgiven on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (k) All monetary figures shall be in United States dollars unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.

Terms Generally. The definitions set forth For all purposes of this Agreement, except as otherwise expressly provided or referred unless the context otherwise requires: (a) (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement and not to any particular Article, Section or other subdivision; (iv) the terms “Article” or “Section” refer to the specified Article or Section of this Agreement; and (v) the word “or” shall be disjunctive but not exclusive; (b) the terms defined in Section 1.01 shall apply equally to this Article (or elsewhere herein) include both the singular plural and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Unless the context requires otherwise, singular; (ac) the words “include”, “includesincluding” and “includinginclude” and other words of similar import shall be deemed to be followed by the phrase “without limitation”, ; (bd) in the computation of periods of time from a specified date references to a later specified date, the word “from” agreements and other documents shall mean “from be deemed to include all subsequent amendments and includingother modifications thereto;” the words “to” (e) references to statutes shall include all regulations promulgated thereunder and “until” each mean “references to but excluding” and the word “through” shall mean “to and including”, (c) the word “will” statutes or regulations shall be construed to have the same meaning and effect as the word “shall”, (d) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such document as amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include including all statutory and regulatory provisions consolidating, amendingamending or replacing the statute or regulation; (f) the language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, replacing or interpreting and no rule of strict construction shall be applied against either party; (g) except as otherwise set forth herein, exhibits, schedules and annexes to this Agreement are a material part hereof and shall be treated as if fully incorporated into the body of the Agreement and shall be included in the definition of “Agreement”; (h) whenever this Agreement refers to a number of days, such law and any reference to any law or regulation shall, unless otherwise specified, number shall refer to calendar days unless Business Days are specified and shall be counted from the day immediately following the date from which such law or regulation as amended, modified or supplemented from time number of days are to timebe counted; and (i) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein (dother than the Note Issuance Agreement) the word “incur” shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issuesupplemented or otherwise modified (subject to any restrictions on such amendments, assume, become liable in respect of supplements or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meaningsmodifications set forth herein), (e) the word “or” shall be construed to mean “and/or”, (fb) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (gd) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articlesrefer to any and all tangible and intangible assets and properties, Sectionsincluding cash, Exhibits securities, accounts and Schedules shall be deemed contract rights, (f) with respect to each defined term which is defined by reference to the Note Issuance Agreement, references to Articles and Sections of, and Exhibits and Schedules to, “Company” used therein shall refer to the “Borrower” for purposes of this Agreement unless the context shall otherwise require. Except as otherwise expressly provided hereinand (g) terms defined by and/or provisions qualified by reference to defined terms, any reference in this Agreement to any Loan Document or organizational document sections and/or articles of the Loan Parties Note Issuance Agreement, as applicable, shall mean such document as amendedcontinue to be so defined and/or so qualified at all times despite any termination of the Note Issuance Agreement or finding that the Note Issuance Agreement, restatedor any term thereof, supplemented is invalid, illegal or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeunenforceable.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document (dincluding any Loan Document) the word “incur” herein shall be construed as referring to mean incursuch agreement, createinstrument or other document (including any Loan Document) as from time to time amended, issuerestated, assumeamended and restated, become liable in respect of supplemented, extended, renewed, replaced, refinanced or suffer otherwise modified (subject to exist (any restrictions on such amendments, restatements, amendments and the words “incurred” and “incurrence” shall have correlative meaningsrestatements, supplements, extensions, renewals, replacements, refinancings or modifications set forth herein), (e) the word “or” shall be construed to mean “and/or”, (fb) any reference herein or in any Loan Document to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns and assigns, (gc) the words “assetherein”, “hereof” and “property” hereunder”, and words of similar import, shall be construed to have the same meaning refer to this Agreement in its entirety and effect. All not to any particular provision hereof or thereof, (d) all references herein or in any Loan Document to Articles, Sections, clauses, paragraphs, Exhibits and Schedules shall be deemed references construed to refer to Articles and Sections Sections, clauses and paragraphs of, and Exhibits and Schedules to, this Agreement unless or such Loan Document, as applicable, and (e) the context words “asset” and “property”, when used in any Loan Document, shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement be construed to have the same meaning and effect and to refer to any Loan Document and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. For purposes of determining compliance at any time with Sections 6.01, 6.02, 6.03, 6.04, 6.05, 6.06, 6.07 and 6.08, in the event that any Indebtedness, Lien, payment with respect to Junior Indebtedness restricted by Section 6.07(b), Restricted Payment, contractual restriction, Investment, Disposition or organizational document Affiliate transaction, as applicable, meets the criteria of more than one of the categories of transactions or items permitted pursuant to any clause of such Sections 6.01, 6.02, 6.03, 6.04, 6.05, 6.06, 6.07 and 6.08, the Parent Borrower, in its sole discretion, from time to time, may classify or reclassify such transaction or item (or portion thereof) and will only be required to include the amount and type of such transaction (or portion thereof) in any one category. For purposes of determining the permissibility of any action, change, transaction or event that by the terms of the Loan Parties Documents requires a calculation of any financial ratio or test (including the First Lien Net Leverage Ratio, the Total Net Leverage Ratio or the Secured Net Leverage Ratio), such financial ratio or test shall, except as expressly permitted under this Agreement, be calculated at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall mean be deemed to have occurred solely as a result of a change in such document financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as amendedthe case may be. It is understood and agreed that any Indebtedness, restatedLien, supplemented Restricted Payment, payment with respect to Junior Indebtedness restricted by Section 6.07(b), Investment, Disposition or otherwise modified from time Affiliate transaction need not be permitted solely by reference to time one category of permitted Indebtedness, Liens, Restricted Payments, payments with respect to Junior Indebtedness, Investments, Dispositions or Affiliate transactions under Sections 6.01, 6.02, 6.03, 6.04, 6.05, 6.06, 6.07 or 6.08, respectively, but may instead be permitted in part under any combination thereof (subject it being understood that compliance with each such section is separately required). Notwithstanding anything to the contrary herein, (i) when calculating any restrictions on such amendmentsfinancial ratio or test (including any First Lien Net Leverage Ratio test, supplements any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and the amount of Total Assets or modifications the amount of Consolidated Net Income or Adjusted EBITDA) in connection with the incurrence of Indebtedness, the creation of Liens, the making of any Disposition, the making of an Investment or the making of a Restricted Payment, (ii) determining compliance with any provision of this Agreement which requires that no Default or Event of Default (or any type of Default or Event of Default) has occurred, is continuing or would result therefrom, (iii) determining compliance with any provision of this Agreement which requires compliance with any representation or warranties set forth herein or (iv) determining the satisfaction of all other conditions precedent to the incurrence of Indebtedness, the creation of Liens, the making of any Disposition, the making of an Investment or the making of a Restricted Payment, in each case in connection with a Limited Condition Transaction, the date of determination of such ratio or other provisions, determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom, determination of compliance with any representations or warranties or the satisfaction of any other Loan Documentconditions shall, at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election,” which LCT Election may be in respect of one or more of clauses (i), (ii), (iii) or (iv) be deemed to be the date the definitive agreements (or other relevant definitive documentation) for such Limited Condition Transaction are entered into (the “LCT Test Date”). Any reference If on a pro forma basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness, and the use of proceeds thereof), with such ratios and other provisions calculated as if such Limited Condition Transaction or other transactions had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date for which financial statements have been (or are required to be) delivered pursuant to Section 5.01, the Parent Borrower could have taken such action on the relevant LCT Test Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with, unless an Event of Default pursuant to Section 8.01(a) or (b), or, solely with respect to any law Borrower, Section 8.01(g) or (h) shall include all statutory be continuing on the date such Limited Condition Transaction is consummated. For the avoidance of doubt, (i) if, following the LCT Test Date, any of such ratios or other provisions are exceeded or breached as a result of fluctuations in such ratio (including due to fluctuations in Adjusted EBITDA or other components of such ratio) or other provisions at or prior to the consummation of the relevant Limited Condition Transactions, such ratios and regulatory other provisions consolidatingwill not be deemed to have been exceeded or failed to have been satisfied as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactions, amendingunless, replacing other than if an Event of Default pursuant to Section 8.01(a) or interpreting (b), or, solely with respect to any Borrower, Section 8.01(g) or (h), shall be continuing on such law date, the Parent Borrower elects, in its sole discretion, to test such ratios and compliance with such conditions on the date such Limited Condition Transaction or related Specified Transactions is consummated. If the Parent Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, basket availability or compliance with any other provision hereunder (other than actual compliance with the Financial Covenant) on or following the relevant LCT Test Date and prior to the earliest of the date on which such Limited Condition Transaction is consummated, the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction or the date the Parent Borrower makes an election pursuant to clause (ii) of the immediately preceding sentence, any such ratio, basket or compliance with any other provision hereunder shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness or Disqualified Equity Interests, and the use of proceeds thereof) had been consummated on the LCT Test Date; provided, that for purposes of any Restricted Payment or payment of Restricted Indebtedness, such ratio, basket or compliance with any other provision hereunder shall also be tested as if such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness or Disqualified Equity Interests, and the use of proceeds thereof) had not been consummated. Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio (any such amounts, the “Fixed Amounts”) under any negative covenant set forth in Article VI or the determination of the Incremental Amount substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision under such negative covenant or the determination of the Incremental Amount that requires compliance with a financial ratio (including any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test and any reference Total Net Leverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that such Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to any law or regulation shall, unless otherwise specified, refer to substantially concurrent utilization of such law or regulation as amended, modified or supplemented from time to timeIncurrence-Based Amounts.

Terms Generally. The definitions set forth or referred to in Section 1.01 shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . 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, (d) the word “incur” instrument or other document herein shall be construed as referring to mean incursuch agreement, create, issue, assume, become liable in respect of instrument or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such other document as from time to time amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein or in any other Loan Document). Any reference to any law Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all statutory references herein to Articles, Sections, Exhibits and regulatory provisions consolidatingSchedules shall be construed to refer to Articles and Sections of, amendingand Exhibits and Schedules to, replacing or interpreting such law and this Agreement, (v) any reference 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 (vi) the words “asset” and “property” shall be construed as having 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. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented or otherwise modified from time to time, in each case, in accordance with the express terms of this Agreement, and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the date of this Agreement on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article VI or any related definition for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders; provided, further, that obligations relating to a lease that were accounted for by a Person as an operating lease as of the Closing Date and any similar lease entered into after the Closing Date by such Person shall be accounted for as obligations relating to an operating lease and not as a Capital Lease Obligation. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Article VI shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any of its Subsidiaries at “fair value”.

Terms Generally. (a) The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the 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 (a) 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), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof’ and “hereunder”, and words of similar import, shall be construed to refer to this Credit Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Credit Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” shall mean means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” shall mean means “to and including.”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any Any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articlesa merger, Sectionstransfer, Exhibits and Schedules consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed references to Articles and Sections ofapply to a division of or by a limited liability company, and Exhibits and Schedules or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, this Agreement unless the context of or with a separate Person. Any division of a limited liability company shall otherwise require. Except as otherwise expressly provided hereinconstitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, any reference in this Agreement to any Loan Document joint venture or organizational document of the Loan Parties shall mean such document as amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Documentlike term shall also constitute such a Person or entity). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.

Terms Generally. The definitions set forth or referred of terms herein (including those incorporated by reference to in Section 1.01 another document) shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (da) the word “incur” any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to mean incursuch agreement, create, issue, assume, become liable in respect of instrument or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such other document as from time to time amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein or in any other Loan Document). Any reference to any law Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all statutory references herein to Articles, Sections, Exhibits and regulatory provisions consolidatingSchedules shall be construed to refer to Articles and Sections of, amendingand Exhibits and Schedules to, replacing or interpreting such law and this Agreement, (e) any reference to treaties, statutes and related regulations shall include any law amendments of the same and any successor treaties, statutes and regulations (unless otherwise specified) and (f) the word “property” shall be construed to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. In determining any payment or regulation shallother amount that is required to be made “pro rata” to or from any group of Lenders, Loans or Commitments, such amount shall be determined, unless otherwise specified, refer at the respective amounts of such Loans or Commitments, as applicable, or in the case of Lenders, to the Loans and/or Commitments held by them, in each case at such law or regulation as amended, modified or supplemented from time to time.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in .” In the computation of periods of time from a specified date to a later specified date, the word “from” shall mean means “from and including;” ”; the words “to” and “until” each mean “to but excluding” ”; and the word “through” shall mean means “to and including”, (c) the .” The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Unless the context requires otherwise (a) any definition of or reference to any agreement, (d) the word “incur” instrument or other document herein shall be construed as referring to mean incursuch agreement, create, issue, assume, become liable in respect of instrument or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such other document as from time to time amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein or to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any other Loan Document). Any particular provision hereof, (d) all references herein to Sections and Schedules shall be construed to refer to Sections of, and Schedules to, this Agreement, (e) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law law, statute or regulation as amended, modified or supplemented from time to timetime and (f) the words “asset” and “property” shall be construed to have the same meaning and effect as the defined term “Property.”

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.” The phrase “Material Adverse Effect” shall be deemed to be followed by the phrase “, (b) individually or in the computation of periods of time from a specified date to a later specified date, the word “fromaggregate.” shall mean “from and including;” the The words “toasset” and “until” each mean “to but excluding” and the word “throughproperty” shall mean “be construed to have the same meaning and including”, (c) the effect. The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Unless the context requires otherwise, (da) the word “incur” any definition of or reference to any Loan Document, agreement, instrument or other document herein shall be construed as referring to mean incursuch agreement, create, issue, assume, become liable in respect of instrument or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such other document as from time to time amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any , (b) any reference herein to any person shall be construed to include such person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, unless otherwise indicated and (e) any reference to any law shall or regulation shall (i) include all statutory and regulatory provisions consolidating, amending, replacing or interpreting or supplementing such law or regulation, and any reference to any law or regulation shall, (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.02 shall apply, mutatis mutandis, to all Loan Documents.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, (d) the word “incur” instrument or other document herein shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issuesupplemented or otherwise modified (subject to any restrictions on such amendments, assume, become liable in respect of supplements or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meaningsmodifications set forth herein), (e) the word “or” shall be construed to mean “and/or”, (fb) any reference herein to any person Person shall be construed to include such personPerson’s legal permitted successors and permitted assigns assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) all Schedules to this Agreement shall relate solely to the Domestic Loan Parties and the Canadian Loan Parties, (f) the term “security interest” shall include a hypothec, (g) the term “solidary” as used herein shall be read and interpreted in accordance with the Civil Code of Québec, (h) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articlesrefer to any and all tangible, Sectionsmoveable and immoveable, Exhibits and Schedules intangible assets and properties, including cash, securities, accounts and contract rights, (i) all financial statements and other financial information provided by the Domestic Borrowers to the Administrative Agent or any Lender shall be deemed provided with reference to dollars, (j) all references to Articles "$" or "dollars" or to amounts of money and Sections ofall calculations of Canadian Availability, Incremental Availability, Domestic Availability, permitted “baskets” and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such document as amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation similar matters shall, unless otherwise specifiedexpressly provided to be CD$, refer be deemed to be references to the lawful currency of the United States of America at the Equivalent Amount, and (k) this Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Borrowers and the Agents and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Loan Documents are not intended to be construed against the Agents or any of the Lenders merely on account of the Agents’ or any Lender’s involvement in the preparation of such law or regulation as amended, modified or supplemented from time to timedocuments.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, (d) the word “incur” instrument or other document herein shall be construed as referring to mean incursuch agreement, create, issue, assume, become liable in respect of instrument or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such other document as from time to time amended, amended and restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in herein), (b) any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timetime and to any successor law or regulation, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. For the avoidance of doubt, all references herein to the Borrowers shall give effect to the accession of PXP as a party hereto in the capacity of a Borrower pursuant to Section 4.02(c) and the cessation of PXP as a party hereto in the capacity of a Borrower pursuant to Section 10.02(g).

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Unless the context requires otherwise (a) any definition of or reference to any agreement, (d) the word “incur” instrument or other document herein shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issuesupplemented or otherwise modified (subject to any restrictions on such amendments, assume, become liable in respect of supplements or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meaningsmodifications set forth herein), (e) the word “or” shall be construed to mean “and/or”, (fb) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (ge) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articles, Sections, Exhibits refer to any and Schedules shall be deemed references to Articles all tangible and Sections of, intangible assets and Exhibits and Schedules to, this Agreement unless the context shall otherwise requireproperties. Except as otherwise expressly provided herein, when the payment of any reference in this Agreement obligation or the performance of any covenant, duty or obligation is stated to any Loan Document be due or organizational document performance required on a day which is not a Business Day, the date of such payment or performance shall extend to the immediately succeeding Business Day. All references to “knowledge” of the Loan Parties Company or any Subsidiary thereof shall mean the actual knowledge of a Responsible Officer of the Company. All certifications to be made hereunder by an officer or representative of a Loan Party shall be made by such document person in his or her capacity solely as amendedan officer or a representative of such Loan Party, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth Loan Party’s behalf and not in such Person’s individual capacity. References herein or in to the taking of any other Loan Document). Any reference action hereunder of an administrative nature by any Borrower shall be deemed to include references to the Company taking such action on such Borrower’s behalf and the Administrative Agent is expressly authorized to accept any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to action taken by the Company as having the same effect as if taken by such law or regulation as amended, modified or supplemented from time to timeBorrower.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Unless the context requires otherwise (a) any definition of or reference to any agreement, (d) the word “incur” instrument or other document herein shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issuesupplemented or otherwise modified (subject to any restrictions on such amendments, assume, become liable in respect of supplements or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meaningsmodifications set forth herein), (e) the word “or” shall be construed to mean “and/or”, (fb) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (ge) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articles, Sections, Exhibits refer to any and Schedules shall be deemed references to Articles all tangible and Sections of, intangible assets and Exhibits and Schedules to, this Agreement unless the context shall otherwise requireproperties. Except as otherwise expressly provided herein, when the payment of any reference in this Agreement obligation or the performance of any covenant, duty or obligation is stated to any Loan Document be due or organizational document performance required on a day which is not a Business Day, the date of such payment or performance shall extend to the immediately succeeding Business Day. All references to “knowledge” of the Loan Parties Company or any Subsidiary thereof shall mean the actual knowledge of a Responsible Officer of the Company. All certifications to be made hereunder by an officer or representative of a Loan Party shall be made by such document person in his or her capacity solely as amendedan officer or a representative of such Loan Party, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth Loan Party’s behalf and not in such Person’s individual capacity. References herein or in to the taking of any other Loan Document). Any reference action hereunder of an administrative nature by any Borrower shall be deemed to include references to the Company taking such action on such B▇▇▇▇▇▇▇’s behalf and the Administrative Agent is expressly authorized to accept any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to action taken by the Company as having the same effect as if taken by such law or regulation as amended, modified or supplemented from time to timeB▇▇▇▇▇▇▇.

Terms Generally. The definitions set forth or referred to in Section 1.01 shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such document as amended, restated, supplemented or otherwise modified from time to time time, in each case in accordance with the express terms of this Agreement, (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and b) any reference to any statute, regulation or other law shall be construed (i) as referring to such statute, regulation or regulation shallother law as from time to time amended, unless supplemented or otherwise specifiedmodified (including by succession of comparable successor statutes, regulations or other laws) and (ii) to include all official rulings and interpretations thereunder, (c) any reference herein to any person shall be construed to include such person’s successors and assigns, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to such law this Agreement in its entirety and not to any particular provision hereof, (e) the words “assets” or regulation “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (f) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as amended, modified or supplemented in effect from time to time; provided, however, that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Amendment No. 1 Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

Terms Generally. The definitions set forth or referred ascribed to terms in Section 1.01 shall this Agreement apply equally to both the singular and plural forms of the terms definedsuch terms. Whenever the context may require, any pronoun shall be deemed to include the corresponding masculine, feminine and neuter forms. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be interpreted as if followed by the phrase “without limitation”, (b) . The phrase “individually or in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the word “willaggregate” shall be construed deemed general in scope and not to have the same meaning and effect as the word “shall”, (d) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference refer to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effectspecific Section or clause of this Agreement. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. The table of contents, headings and captions herein shall not be given effect in interpreting or construing the provisions of this Agreement. Except as otherwise expressly provided herein, all references to “dollars” or “$” shall be deemed references to the lawful money of the United States of America. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders and decrees, of all Governmental Authorities. Unless the context requires otherwise (i) any definition of or reference in this Agreement to any Loan Document agreement, instrument or organizational other document of the Loan Parties herein shall mean be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (ii) any reference herein or to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Loan Document). Any reference Governmental Authority that shall have succeeded to any law or all functions thereof, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall include all statutory be construed to refer to this Agreement in its entirety and regulatory provisions consolidatingnot to any particular provision hereof, amending, replacing or interpreting such law and (iv) any reference to any law law, rule or regulation herein shall, unless otherwise specified, refer to such law law, rule or regulation as amended, modified or supplemented from time to timetime and (v) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall”. With respect to a reference to any date, (d) the word “incurfrom” shall mean “from and including” such date and the word “until” shall mean “until but excluding such date”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issuesupplemented or otherwise modified (subject to any restrictions on such amendments, assume, become liable in respect of supplements or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meaningsmodifications set forth herein), (e) the word “or” shall be construed to mean “and/or”, (fb) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (gd) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articlesrefer to any and all tangible and intangible assets and properties, Sectionsincluding cash, Exhibits securities, accounts and Schedules shall be deemed references to Articles and Sections ofcontract rights, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such document as amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and f) any reference to any law law, rule or regulation shallshall mean such law, unless otherwise specified, refer to such law rule or regulation as amended, modified modified, replaced or supplemented from time to time.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the 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 (ba) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean means “from and including;” and the words “to” and “until” each mean “to but excluding” and the word “through” ”, (b) any definition of or reference to any Loan Document, agreement, instrument or other document herein shall mean “be construed as referring to and including”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), (c) the word “will” any reference herein to any Person shall be construed to have the same meaning include such Person’s successors and effect as the word “shall”assigns, (d) the word words “incurherein”, “hereof” and “hereunder”, and words of similar import, shall be construed to mean incur, create, issue, assume, become liable refer to this Agreement in respect of or suffer its entirety and not to exist (and the words “incurred” and “incurrence” shall have correlative meanings)any particular provision hereof, (e) the word “or” all references herein to Sections, Exhibits and Schedules shall be construed to mean “and/or”refer to Sections of, and Exhibits and Schedules to, this Agreement, (f) any reference to any person law or regulation herein shall be construed refer to include such person’s legal successors and permitted assigns law or regulation as amended, modified or supplemented from time to time and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement refer to any Loan Document or organizational document of the Loan Parties shall mean such document as amendedand all tangible and intangible assets and properties, restatedincluding cash, supplemented or otherwise modified from time to time (subject to any restrictions on such amendmentssecurities, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory accounts and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timecontract rights.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the words “include”, “includes” and The word “including” shall be deemed to be followed is by the phrase “without way of example and not limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (da) the word “incur” any definition of or reference to any agreement, instrument, other document, statute or regulation herein shall be construed as referring to mean incursuch agreement, createinstrument, issueother document, assumestatute or regulation as from time to time amended, become liable in restated, extended, supplemented or otherwise modified and, with respect of to any statute or suffer to exist (regulation, all statutory and the words “incurred” and “incurrence” shall have correlative meanings)regulatory provisions consolidating, replacing or interpreting such statute or regulation, (e) the word “or” shall be construed to mean “and/or”, (fb) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns assigns, but shall not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (gd) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement refer to any Loan Document and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (f) the term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or organizational document of the Loan Parties shall mean such document as amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeelectronic form.

Terms Generally. (a) The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Unless the context requires otherwise (a) any definition of or reference to any agreement, (d) the word “incur” instrument or other document herein shall be construed as referring to mean incursuch agreement, create, issue, assume, become liable in respect of instrument or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such other document as from time to time amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein or in any other Loan Document). Any reference to any law Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all statutory references herein to Articles, Sections, Exhibits and regulatory provisions consolidatingSchedules shall be construed to refer to Articles and Sections of, amendingand Exhibits and Schedules to, replacing or interpreting such law and this Agreement, (e) any reference 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 (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. (a) For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (i) 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 (ii) 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.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Unless the context requires otherwise, (da) the word “incur” any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to mean incursuch agreement, create, issue, assume, become liable in respect of instrument or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such other document as from time to time amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any , (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (d) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (e) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (da) the word “incur” any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issuesupplemented or otherwise modified (subject to any restrictions on such amendments, assume, become liable in respect of supplements or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meaningsmodifications set forth herein), (e) the word “or” shall be construed to mean “and/or”, (fb) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns assigns, (c) the words “herein”, “hereof and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (gd) all references herein to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement, and all Schedules referred to in this Agreement, other than Schedule 2.02, shall refer to schedules to the Securities Purchase Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articlesrefer to any right or interest in or to assets and properties of any kind whatsoever, Sectionswhether real, Exhibits personal or mixed and Schedules shall be deemed references to Articles whether tangible or intangible and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except (f) except as otherwise expressly provided hereinspecifically provided, any reference to a statute or law shall mean that statute or law as enacted, amended and in effect from time to time. References in this Agreement to any Loan Document or organizational document “determination” by the Agent include good faith estimates by the Agent (in the case of quantitative determinations) and good faith beliefs by the Loan Parties shall mean such document as amended, restated, supplemented or otherwise modified from time to time Agent (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Documentthe case of qualitative determinations). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Unless the context requires otherwise, (da) the word “incur” any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issueamended and restated, assumesupplemented or otherwise modified (including pursuant to any permitted refinancing, become liable extension, renewal, replacement, restructuring or increase (in respect of each case, whether pursuant to one or suffer more agreements or with different lenders or different agents), but subject to exist (and the words “incurred” and “incurrence” shall have correlative meaningsany restrictions on such amendments, supplements or modifications set forth herein), (e) the word “or” shall be construed to mean “and/or”, (fb) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all of the functions thereof, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (gd) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articlesrefer to any and all tangible and intangible assets and properties, Sectionsincluding cash, Exhibits securities, accounts and Schedules shall be deemed references to Articles and Sections ofcontract rights, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (f) any reference in this Agreement to any Loan Document or organizational document Requirement of the Loan Parties shall mean Law shall, unless otherwise specified, refer to such document Requirement of Law as amended, restated, modified or supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law and shall include all statutory and regulatory provisions consolidating, amending, replacing replacing, supplementing or interpreting such law Requirement of Law, (g) the phrase “for the term of this Agreement” and any similar phrases shall mean the period beginning on the Closing Date and ending on the Latest Maturity Date, the term “manifest error” shall be deemed to include any clearly demonstrable error whether or not obvious on the face of the document containing such error, (h) all references to “knowledge” or “awareness” of any Loan Party or a Subsidiary thereof means the actual knowledge of a Responsible Officer of a Loan Party or such Subsidiary and (i) all references to “in the ordinary course of business” of any member of the Consolidated Group means (x) in the ordinary course of business of, or in furtherance of an objective that is in the ordinary course of business of, such member of the Consolidated Group, or (y) generally consistent with the past or current practice of such member of the Consolidated Group and/or similarly situated companies where such member of the Consolidated Group’s businesses are located or performed. Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any law limited liability company that is a Subsidiary, joint venture or regulation shall, unless otherwise specified, refer to any other like term shall also constitute such law a Person or regulation as amended, modified or supplemented from time to timeentity).

Terms Generally. The Unless separate definitions set forth or referred to in Section 1.01 are provided for the singular and plural forms of a specified term, the definitions of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Unless the context requires otherwise (a) any definition of or reference to any agreement (including any Loan Document), (d) the word “incur” instrument or other document herein shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issuesupplemented, assumerestated or otherwise modified (subject to any restrictions on such amendments, become liable in respect of supplements, restatements or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meaningsmodifications set forth herein), (e) the word “or” shall be construed to mean “and/or”, (fb) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (gd) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles, Sections, Exhibits and Schedules of this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articlesrefer to any and all tangible and intangible assets and properties, Sectionsincluding cash, Exhibits securities, accounts and Schedules contract rights and (f) any definition of or reference to any law, rule or regulation shall be deemed references construed as referring thereto as from time to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such document as time amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Documentincluding by succession of comparable successor laws). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document (dincluding any Loan Document) the word “incur” herein shall be construed as referring to mean incursuch agreement, createinstrument or other document (including any Loan Document) as from time to time amended, issuerestated, assumeamended and restated, become liable in respect of supplemented, extended, renewed, replaced, refinanced or suffer otherwise modified (subject to exist (any restrictions on such amendments, restatements, amendments and the words “incurred” and “incurrence” shall have correlative meaningsrestatements, supplements, extensions, renewals, replacements, refinancings or modifications set forth herein), (e) the word “or” shall be construed to mean “and/or”, (fb) any reference herein or in any Loan Document to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns and assigns, (gc) the words “assetherein”, “hereof” and “property” hereunder”, and words of similar import, shall be construed to have the same meaning refer to this Agreement in its entirety and effect. All not to any particular provision hereof or thereof, (d) all references herein or in any Loan Document to Articles, Sections, clauses, paragraphs, Exhibits and Schedules shall be deemed references construed to refer to Articles and Sections Sections, clauses and paragraphs of, and Exhibits and Schedules to, this Agreement unless or such Loan Document, as applicable, and (e) the context words “asset” and “property”, when used in any Loan Document, shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement be construed to have the same meaning and effect and to refer to any Loan Document and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. For purposes of determining compliance at any time with Sections 6.01, 6.02, 6.03, 6.04, 6.05, 6.06, 6.07 and 6.08, in the event that any Indebtedness, Lien, payment with respect to Junior Indebtedness restricted by Section 6.07(b), Restricted Payment, contractual restriction, Investment, Disposition or organizational document Affiliate transaction, as applicable, meets the criteria of more than one of the Loan Parties shall mean such document as amended, restated, supplemented categories of transactions or otherwise modified from time to time (subject items permitted pursuant to any restrictions on clause of such amendmentsSections 6.01, supplements or modifications set forth herein or 6.02, 6.03, 6.04, 6.05, 6.06, 6.07 and 6.08, the Parent Borrower, in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidatingits sole discretion, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, may classify or reclassify such transaction or item (or portion thereof) and will only be required to include the amount and type of such transaction (or portion thereof) in any one category. For purposes of determining the permissibility of any action, change, transaction or event that by the terms of the Loan Documents requires a calculation of any financial ratio or test (including the First Lien Net Leverage Ratio, the Total Net Leverage Ratio or the Secured Net Leverage Ratio), such financial ratio or test shall, except as expressly permitted under this Agreement, be calculated at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. It is understood and agreed that any Indebtedness, Lien, Restricted Payment, payment with respect to Junior Indebtedness restricted by Section 6.07(b), Investment, Disposition or Affiliate transaction need not be permitted solely by reference to one category of permitted Indebtedness, Liens, Restricted Payments, payments with respect to Junior Indebtedness, Investments, Dispositions or Affiliate transactions under Sections 6.01, 6.02, 6.03, 6.04, 6.05, 6.06, 6.07 or 6.08, respectively, but may instead be permitted in part under any combination thereof (it being understood that compliance with each such section is separately required). Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test or and the amount of Total Assets or the amount of Adjusted EBITDA) or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the making of any Limited Condition Acquisition or incurrence of Indebtedness in connection therewith, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such Limited Condition Acquisition or (y) the consummation of the Limited Condition Acquisition and related incurrence of Indebtedness, in each case, after giving effect to the relevant Limited Condition Acquisition and related incurrence of Indebtedness, on a Pro Forma Basis; provided that notwithstanding the foregoing, the absence of an Event of Default under Sections 8.01(a), (b), (g), (h) or (i) shall be a condition to the consummation of any such Limited Condition Acquisition and incurrence of Indebtedness. In addition, if the proceeds of an Incremental Facility are to be used to finance a Limited Condition Acquisition, then at the option of the Parent Borrower and subject to the agreement of the lenders providing such financing may be subject to customary “SunGard” or “certain funds” conditionality. Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio (including any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test and any Total Net Leverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to any substantially concurrent utilization of the Incurrence-Based Amounts.

Terms Generally. The definitions set forth Parties have participated jointly in the negotiating and drafting of this Agreement and agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be applied in the construction or referred to in Section 1.01 interpretation of this Agreement, and no presumption or burden of proof shall apply equally to both the singular and plural forms arise favoring or disfavoring any Party by virtue of the terms defined. Whenever the context may require, authorship of any pronoun shall include the corresponding masculine, feminine and neuter formsprovision of this Agreement. Unless the context otherwise requires otherwise, expressly: (a) words in the singular shall include the plural and vice versa, and words of one gender shall include the other genders, in each case, as the context requires; (b) the terms “include”, hereof,” “includesherein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement and not to any particular provision of this Agreement, and Article, Section, paragraph, clause, subclause, Exhibit and Schedule references are to the Articles, Sections, paragraphs, clauses or subclauses of, or Exhibits or Schedules to, this Agreement, as applicable, unless otherwise specified; (c) the word “including” and words of similar import when used in this Agreement shall be deemed to be followed by the phrase mean “including, without limitation”,” unless otherwise specified; (d) references herein to any Person shall include such Person’s heirs, executors, personal representatives, administrators, successors and assigns; provided, that nothing contained in this Section 1.03 is intended to authorize any assignment or transfer not otherwise permitted by Section 9.08; (be) in with respect to the computation determination of periods any period of time from a specified date to a later specified datetime, the word “from” shall mean means “from and including;” and the words “to” and “until” each mean means “to but excluding” ”; (f) references to actions taken by, or omissions of, the Business shall be deemed to include any actions taken by, or omissions of, Seller and its Subsidiaries to the word “through” extent relating to the Business; (g) statements as to the compliance of the Business with certain facts or circumstances shall mean “be deemed to include compliance of Seller and including”, its Subsidiaries to the extent relating to the Business; (ch) the word term “will” shall be construed to have the same meaning and effect as the word “shall”, (d) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurreddollars” and “incurrence$” shall have correlative meanings)mean United States Dollars, (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document lawful currency of the Loan Parties shall mean such document as amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.United States of America;

Terms Generally. (1) The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein (dincluding this Agreement) the word “incur” shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issuesupplemented, assumerestated or otherwise modified (subject to any restrictions on such amendments, become liable in respect of supplements, restatements or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meaningsmodifications set forth herein), (e) the word “or” shall be construed to mean “and/or”, (fb) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns and assigns, (gc) the words “asset” herein”, “hereof" and “property” hereunder”, and words of similar import, shall be construed to have the same meaning refer to this Agreement in its entirety and effect. All not to any particular provision hereof, (d) unless otherwise expressly stated, all references herein in these Provisions to Articles, Sections, Exhibits and Schedules shall be deemed references construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided hereinthese Provisions, any reference but all such references elsewhere in this Agreement shall be construed to any Loan Document or organizational document of the Loan Parties shall mean such document as amendedrefer to this Agreement apart from these Provisions, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timetime and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (a) The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the 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 Loan Document, (d) the word “incur” agreement, instrument or other document herein shall be construed as referring to mean incursuch agreement, create, issue, assume, become liable in respect of instrument or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such other document as from time to time amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein or to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any other Loan Document). Any particular provision hereof, (iv) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified modified, extended, restated, replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. (b) Any reference herein to a merger, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person).

Terms Generally. (a) The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . 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, (d) the word “incur” instrument or other document herein shall be construed as referring to mean incursuch agreement, create, issue, assume, become liable in respect of instrument or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such other document as from time to time amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein or to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any other Loan Document). Any particular provision hereof, (iv) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, 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. In the computation of periods of time from a specified date to a later specified date, unless expressly specified otherwise, 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.” (b) Article and Section headings herein and in the other Collar Loan Documentation are included for convenience of reference only, are not part of this Agreement or any other Collar Loan Documentation and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement or any other Collar Loan Documentation. (c) Determinations, consents, approvals or any other actions or non-actions taken by or determined by Lender shall be made in good faith and, unless otherwise stated herein, at its sole discretion.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Unless the context requires otherwise (a) except as provided in this Agreement, (d) the word “incur” any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to mean incursuch agreement, create, issue, assume, become liable in respect of instrument or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such other document as from time to time amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein or in any other Loan Document). Any reference to any law Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all statutory references herein to Articles, Sections, Exhibits and regulatory provisions consolidatingSchedules shall be construed to refer to Articles and Sections of, amendingand Exhibits and Schedules to, replacing or interpreting such law and this Agreement, (e) any reference 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, unless the context requires otherwise, shall include without limitation (x) any applicable foreign statute, law (including any rules or regulations promulgated under any such statute or law), regulation, treaty, rule, official directive, request or guideline of any foreign national, state, local, municipal, or other governmental, fiscal, monetary or regulatory body, agency, department or regulatory, self-regulatory or other authority or organization, whether or not having the force of law (but if not having the force of law, one which applies generally to the class or category of financial institutions of which any Lender or the Administrative Agent forms a part and compliance with which is in accordance with the general practice of those financial institutions) and (y) any applicable decision of any competent court or other judicial body, (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (g) as used herein, the obligation of any Loan Party under this Agreement or any other Loan Document in respect of interest accruing under this Agreement or the other Loan Documents shall be deemed to include without limitation any interest accruing during the pendency of, or after the filing of any petition in respect of, any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowable or allowed in such proceeding and (h) all currency amounts shall be to Dollars, except with respect to Section 5.15(a). For the avoidance of doubt, for all purposes under this Agreement (including computing Consolidated Total Leverage), the amount of the 2017 PIK Notes and the Term Loan outstanding shall be equal to the aggregate principal face amount of such 2017 PIK Notes or Term Loan outstanding at any such time, without giving effect to the tax treatment or accounting standards used in respect thereof (including any discount thereto).

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the words “include”, “includes” and The word “including” shall be deemed to be followed is by the phrase “without way of example and not limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (di) the word “incur” any definition of or reference to any agreement, instrument, other document, statute or regulation herein shall be construed as referring to mean incursuch agreement, createinstrument, issueother document, assumestatute or regulation as from time to time amended, become liable in restated, extended, supplemented or otherwise modified and, with respect of to any statute or suffer to exist (regulation, all statutory and the words “incurred” and “incurrence” shall have correlative meanings)regulatory provisions consolidating, replacing or interpreting such statute or regulation, (e) the word “or” shall be construed to mean “and/or”, (fii) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns assigns, but shall not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (giv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement refer to any Loan Document and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights,(vi) the term “or” is not exclusive and (vii) the term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or organizational document of the Loan Parties shall mean such document as amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeelectronic form.

Terms Generally. (a) The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the 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 Loan Document, (d) the word “incur” agreement, instrument or other document herein shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issuerestated, assumeamended and restated, become liable in respect of supplemented, replaced or suffer otherwise modified (subject to exist (and the words “incurred” and “incurrence” shall have correlative meaningsany restrictions on such amendments, supplements, replacements or modifications set forth herein), (e) the word “or” shall be construed to mean “and/or”, (fii) any reference herein to any person shall be construed to include such person’s legal successors and permitted assigns (subject to any restrictions on assignments set forth herein), (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (giv) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (v) any reference to any law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time, (vi) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articlesrefer to any and all tangible and intangible assets and properties, Sectionsincluding cash, Exhibits securities, accounts and Schedules shall be deemed contract rights, and (vii) all references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context knowledge of any Group Member or facts known by any Group Member shall otherwise requiremean actual knowledge of any Responsible Officer of such Person. Except as otherwise expressly provided herein, any reference in this Agreement to Any Responsible Officer or Financial Officer executing any Loan Document or organizational any certificate or other document made or delivered pursuant hereto or thereto, so executes or certifies in his/her capacity as a Responsible Officer or Financial Officer, as applicable, on behalf of the Loan Parties applicable Credit Party and not in any individual capacity. (b) The term “enforceability” and its derivatives when used to describe the enforceability of an agreement shall mean that such document agreement is enforceable except as amended, restated, supplemented enforceability may be limited by any Debtor Relief Law and by general equitable principles (whether enforcement is sought by proceedings in equity or otherwise modified from time to time at law). (subject to any restrictions on such amendments, supplements or modifications c) Any terms used in this Agreement that are defined in the UCC shall be construed and defined as set forth in the UCC unless otherwise defined herein; provided that to the extent that the UCC is used to define any term herein and such term is defined differently in different Articles of the UCC, the definition of such term contained in Article 9 of the UCC shall govern. (d) Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or in transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, amalgamation, consolidation, assignment, sale or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any other Loan Documentlike term shall also constitute such a Person or entity). Any reference Notwithstanding anything to the contrary set forth herein, nothing herein shall prohibit or restrict (x) any law Subsidiary that is not a Credit Party from dividing or sub-dividing into one or more divisions or (y) any Credit Party from dividing or sub-dividing into one or more divisions so long as (A) the divided or sub-divided entities are both Credit Parties (provided, that to the extent any additional actions or documentation is required, such entities shall include all statutory and regulatory provisions consolidatinghave sixty (60) days (or such longer time as permitted by the Administrative Agent in its sole discretion) to take such action or execute such documentation (as if such division or sub-division were a newly formed Subsidiary)) or (B) at such time, amendingapplicable basket capacity (or flexibility, replacing as applicable) would be available pursuant to Sections 6.03, 6.04, 6.05 or interpreting such law and any reference 6.06 (as applicable) to any law or regulation shall, unless otherwise specified, refer give effect to such law division or regulation sub-division as amendedif the creation of such division or sub-division constituted an Investment, modified disposition, merger, transfer, consolidation, amalgamation, assignment, sale or supplemented from time dividend, in each case, as and to timethe extent applicable (and, for the avoidance of doubt, such division or sub-division made in reliance on this clause (B) shall be deemed to constitute a utilization of the applicable basket capacity (or flexibility, as applicable) for the purposes of this Agreement and the other Loan Documents).

Terms Generally. The definitions set forth or referred to of terms in Section 1.01 this Agreement shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Unless the context requires otherwise: (a) any definition of or reference herein to any agreement, (d) the word “incur” instrument or other document shall be construed as referring to mean incursuch agreement, createinstrument or other document as amended, issuerestated, assumeamended and restated, become liable in respect of supplemented or suffer otherwise modified from time to exist time and any reference herein to any statute or regulations shall include any amendment, renewal, extension or replacement thereof; (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (fb) any reference herein to any person Person shall be construed to include such personPerson’s legal permitted successors and permitted assigns from time to time; (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof; (gd) all references herein to Sections shall be construed to refer to Sections of this Agreement; (e) the words “asset” and “property” shall be construed to have the same meaning and effect. All references effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights; (f) any reference herein to Articles, Sections, Exhibits and Schedules an ABL Agent on behalf of the ABL Claimholders shall be deemed references understood to Articles mean only on behalf of itself and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except ABL Claimholders for which such ABL Agent is acting as otherwise expressly provided herein, agent under the related ABL Loan Documents or any ABL Collateral Documents; and (g) any reference in this Agreement herein to any Loan Document or organizational document a Term Agent on behalf of the Term Claimholders shall be understood to mean only on behalf of itself and the Term Claimholders for which such Term Agent is acting as agent under the related Term Loan Parties shall mean such document as amended, restated, supplemented Documents or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeTerm Collateral Documents.

Terms Generally. (a) The definitions set forth or referred to in Section 1.01 1.1 shall apply equally to both the singular and plural forms and to correlative forms of the terms defined. . (b) Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Unless the context requires otherwise, . (ac) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”, (bd) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the The words “tohereby,” “herewith,” “hereto,” “herein,” “hereof,” and “until” each mean “to but excludinghereunder” and words of similar import refer to this Agreement (including the word “through” shall mean “Exhibits and Schedules to and including”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (this Agreement and the words “incurred” Seller Disclosure Schedules) in its entirety and “incurrence” not to any part hereof unless the context shall have correlative meanings), otherwise require. (e) the The word “or” shall be construed deemed to be disjunctive but not necessarily exclusive (i.e., unless the context dictates otherwise, “or” shall be interpreted to mean “and/or” rather than “either/or”, ). (f) any reference to any person Unless the context shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All otherwise require, all references herein to Articles, Sections, Exhibits Exhibits, Schedules, and the Seller Disclosure Schedules shall be deemed references to Articles Articles, Sections, and Sections Exhibits of, and Exhibits Schedules and the Seller Disclosure Schedules to, this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs. (g) Unless the context shall otherwise require, any references to any Contract (including this Agreement) or Law shall be deemed to be references to such Contract or Law as amended, supplemented, or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions). (h) Unless the context shall otherwise require, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Entity, to any Person(s) succeeding to its functions and capacities. (i) Any reference to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context shall otherwise require. Except as otherwise expressly provided herein, any . (j) Any reference in this Agreement to any Loan Document a “day” or organizational document a number of the Loan Parties shall mean such document as amended, restated, supplemented or otherwise modified from time to time “days” (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any without explicit reference to any law “Business Days”) shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any be interpreted as a reference to a calendar day or number of calendar days. If any law action is to be taken or regulation shallgiven on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (k) All monetary figures shall be in United States dollars unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.

Terms Generally. The definitions set forth or referred to of terms in Section 1.01 this Agreement shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Unless the context requires otherwise: (a) 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, supplemented, modified, renewed or extended; (db) the word “incur” any reference herein to any Person shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist include such Person’s successors and assigns; (and c) the words “incurredherein,” “hereof” and “incurrencehereunder,” shall have correlative meanings)and words of similar import, (e) the word “or” shall be construed to mean refer to this Agreement in its entirety and not to any particular provision hereof; (d) all references herein to Sections shall be construed to refer to Sections of this Agreement; (e) all references to “and/or”, knowledge” in this Agreement refer to the actual knowledge (after reasonable inquiry) of such Person making such certification; (f) any reference to any person law or regulation shall be construed (i) include all statutory and regulatory provisions consolidating, amending, replacing or interpreting or supplementing such law or regulation, and (ii) unless otherwise specified, refer to include such person’s legal successors and permitted assigns and law or regulation as amended, modified or supplemented from time to time; and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement refer to any Loan Document or organizational document of the Loan Parties shall mean such document as amendedand all tangible and intangible assets and properties, restatedincluding cash, supplemented or otherwise modified from time to time (subject to any restrictions on such amendmentssecurities, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory accounts and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timecontract rights.

Terms Generally. 2.1 The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwiseThe words "include", (a) the words “include”, “"includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the ". The word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the word “"will” " shall be construed to have the same meaning and effect as the word “"shall”". Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein (dincluding this Agreement) the word “incur” shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issuesupplemented, assumerestated or otherwise modified (subject to any restrictions on such amendments, become liable in respect of supplements, restatements or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meaningsmodifications set forth herein), (e) the word “or” shall be construed to mean “and/or”, (fb) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns and assigns, (gc) the words “asset” "herein", "hereof" and “property” "hereunder", and words of similar import, shall be construed to have the same meaning refer to this Agreement in its entirety and effect. All not to any particular provision hereof, (d) unless otherwise expressly stated, all references herein in these Provisions to Articles, Sections, Exhibits and Schedules shall be deemed references construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided hereinthese Provisions, any reference but all such references elsewhere in this Agreement shall be construed to any Loan Document or organizational document of the Loan Parties shall mean such document as amendedrefer to this Agreement apart from these Provisions, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timetime and (f) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. 2.2 If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. The definitions set forth or referred to in Section 1.01 shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (; and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have as having the same meaning and effecteffect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such document as amended, restated, supplemented or otherwise modified from time to time time, in each case, in accordance with the express terms of this Agreement, (subject b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect on the date hereof and consistent with financial statements delivered hereunder, (c) any reference herein to any restrictions on Person shall be construed to include such amendmentsPerson’s successors and assigns and (d) the words “herein,” “hereof” and “hereunder,” and words of similar import, supplements or modifications set forth herein or shall be construed to refer to this Agreement in any other Loan Document). Any reference its entirety and not to any law particular provision hereof. Titles appearing at the beginning of any subdivisions are for convenience only and do not constitute any part of such subdivisions and shall include all statutory be disregarded in construing the language contained in such subdivisions. The phrases “this section” and regulatory provisions consolidating“this subsection” and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive. Accounting terms have the meanings assigned to them by GAAP, amending, replacing or interpreting such law and any reference as applied by the accounting entity to any law or regulation shallwhich they refer. References to “days” shall mean calendar days, unless the term “Business Day” is used. Unless otherwise specified, references herein to any particular Person also refer to such law or regulation as amended, modified or supplemented from time to timeits successors and permitted assigns.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (da) the word “incur” any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issuesupplemented or otherwise modified (subject to any restrictions on such amendments, assume, become liable in respect of supplements or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meaningsmodifications set forth herein), (e) the word “or” shall be construed to mean “and/or”, (fb) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (gd) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articlesrefer to any right or interest in or to assets and properties of any kind whatsoever, Sectionswhether real, Exhibits personal or mixed and Schedules shall be deemed whether tangible or intangible and (f) all references to Articles statutes and Sections of, related regulations shall include any amendments of the same and Exhibits any successor statutes and Schedules to, this Agreement unless the context shall otherwise requireregulations. Except as otherwise expressly provided hereinspecified in Section 4.03(d) hereof, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such document as amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference Document to any law the satisfaction or repayment in full of the Obligations shall include mean the repayment in full in cash of all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeObligations other than Contingent Loan Obligations.

Terms Generally. The Except as otherwise expressly provided, the following rules of interpretation shall apply to this Agreement and the other Financing Documents: (a) the definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both the singular and plural forms of the terms defined. Whenever ; (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Unless the context requires otherwise, ; (ac) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, ; (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (cd) the word “will” shall be construed to have the same meaning and effect as the word “shall”; (e) unless the context requires otherwise, (d) the word “incur” any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to mean incursuch agreement, createinstrument or other document as from time to time amended, issuesupplemented or otherwise modified (subject to any restrictions on such amendments, assumesupplements or modifications set forth herein or therein) and shall include any appendices, become liable schedules, exhibits, clarification letters, side letters and disclosure letters executed in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, connection therewith; (f) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and assigns to the extent permitted assigns under the Financing Documents and, in the case of any Governmental Authority, any Person succeeding to its functions and capacities; (g) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof; (h) all references herein to Articles, Sections, Appendices, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Appendices, Exhibits and Schedules to, this Agreement; (i) all references to “knowledge” or “awareness” of the Borrower means the actual knowledge after due inquiry of a Responsible Officer of the Borrower; and (j) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement refer to any Loan Document or organizational document of the Loan Parties shall mean such document as amendedand all tangible and intangible assets and properties, restatedincluding cash, supplemented or otherwise modified from time to time (subject to any restrictions on such amendmentssecurities, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory accounts and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timecontract rights.

Terms Generally. The Except as otherwise expressly provided, the following rules of interpretation shall apply to this Agreement and the other Financing Documents: (a) the definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both the singular and plural forms of the terms defined. Whenever ; (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Unless the context requires otherwise, ; (ac) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, ; (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (cd) the word “will” shall be construed to have the same meaning and effect as the word “shall”; (e) unless the context requires otherwise, 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 (dsubject to any restrictions on such amendments, supplements or modifications set forth herein or therein) the word “incur” and shall include any appendices, schedules, exhibits, clarification letters, side letters and disclosure letters executed in connection therewith; (f) any reference herein to any Person shall be construed to mean incurinclude such Person’s successors and assigns to the extent permitted under the Financing Documents and, createin the case of any Governmental Authority, issue, assume, become liable in respect of or suffer any Person succeeding to exist its functions and capacities; (and g) the words “incurredherein”, “hereof” and “incurrence” hereunder”, and words of similar import, shall have correlative meanings)be construed to refer to this Agreement in its entirety and not to any particular provision; (h) all references herein to Articles, Sections, Appendices, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Appendices, Exhibits and Schedules to, this Agreement; (ei) the word “or” shall be construed to mean “and/or”, is not exclusive; and (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (gj) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement refer to any Loan Document or organizational document of the Loan Parties shall mean such document as amendedand all tangible and intangible assets and properties, restatedincluding cash, supplemented or otherwise modified from time to time (subject to any restrictions on such amendmentssecurities, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory accounts and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timecontract rights.

Terms Generally. (a) The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the 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 (including any Organizational Documents) 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), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (v) any reference to any Law herein shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any Law herein shall, unless otherwise specified, refer to such Law 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) in In the computation of periods of time from a specified date to a later specified date, the word “from” shall mean means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” shall mean means “to and including.”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such document as amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.

Terms Generally. (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. . (b) Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Unless the context requires otherwise, . (ac) the The words “include”, “includes” and “including” ”, and words of similar import, shall not be limiting and shall be deemed to be followed by the phrase “without limitation”, . (bd) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the The word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), . (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the The words “asset” and “property” shall be construed to have as having the same meaning and effect. effect and to refer to any and all rights and interests in tangible and intangible assets and properties of any kind whatsoever, whether real, personal or mixed, including cash, securities, Equity Interests, accounts and contract rights. (f) The words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision of this Agreement unless the context shall otherwise require. (g) All references herein to Articles, Sections, Exhibits Exhibits, Appendices and Schedules shall be deemed references to Articles and Sections of, and Exhibits Exhibits, Appendices and Schedules to, this Agreement unless the context shall otherwise require. . (h) Except as otherwise expressly provided herein, (a) any definition of, or reference to, any Credit Document or any other agreement, instrument or document in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such Credit Document or other agreement, instrument or document as amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein herein) and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, however, that if the Borrower notifies the Administrative Agent and the Loan Insurer that the Borrower wishes to amend any other Loan Documentcovenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the date of this Agreement on the operation of such covenant (or if the Controlling Party notifies the Borrower that it wishes to amend Article VI or any related definition for such purpose). , then the Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Controlling Party. (i) Any reference to any law person shall include all statutory its successors and regulatory provisions consolidatingpermitted assigns in the capacity indicated, amendingand in the case of any Governmental Authority, replacing or interpreting such law any person succeeding to its functions and capacities. (j) Except as otherwise expressly provided herein, any reference to any law or regulation shall, unless otherwise specified, refer to Debt shall mean such law or regulation Debt as amended, modified or supplemented Refinanced from time to timetime in accordance with the terms of the Credit Documents.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) the . The word “incurlaw” shall be construed as referring to mean incurall statutes, createrules, issueregulations, assumecodes and other laws (including official rulings and interpretations thereunder having the force of law), become liable in respect and all judgments, orders and decrees, of all Governmental Authorities. Unless the context requires otherwise (a) any definition of or suffer reference to exist 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, supplemented or otherwise modified (and the words “incurred” and “incurrence” shall have correlative meaningssubject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (e) the word “or” shall be construed to mean “and/or”, (fb) any reference herein to any person Person shall be construed to include such personPerson’s legal successors and permitted assigns (subject to any restrictions on assignment set forth herein), (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (ge) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein effect and to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement refer to any Loan Document or organizational document of the Loan Parties shall mean such document as amendedand all tangible and intangible assets and properties, restatedincluding cash, supplemented or otherwise modified from time to time (subject to any restrictions on such amendmentssecurities, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory accounts and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timecontract rights.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in . 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 means “from and including;” the words “to” and “until” each mean “to but excluding” and the word “throughto” shall mean means “to and includingbut excluding”. Unless the context requires otherwise (i) any definition of or reference to any agreement, (c) the word “will” instrument or other document herein shall be construed as referring to have the same meaning and effect as the word “shall”such agreement, (d) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of instrument or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such other document as it was originally executed or as it may from time to time be amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein or in any other Loan Document). Any reference to any law Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “hereof”, “herein” and “hereunder” and words of similar import shall be construed to refer to this Agreement as a whole and not to any particular provision hereof, (iv) all statutory references to Articles, Sections, Exhibits and regulatory provisions consolidatingSchedules shall be construed to refer to Articles, amendingSections, replacing or interpreting such law Exhibits and Schedules to this Agreement, (v) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timetime 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. To the extent that any of the representations and warranties contained in Article IV under this Agreement is qualified by “Material Adverse Effect”, then the qualifier “in all material respects” contained in Section 3.2 and the qualifier “in any material respect” contained in Section 8.1(c) shall not apply. Unless otherwise indicated, all references to time are references to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts shall mean Dollars. In determining whether any individual event, act, condition or occurrence of the foregoing types could reasonably be expected to result in a Material Adverse Effect, notwithstanding that a particular event, act, condition or occurrence does not itself have such effect, a Material Adverse Effect shall be deemed to have occurred if the cumulative effect of such event, act, condition or occurrence and all other such events, acts, conditions or occurrences of the foregoing types which have occurred could reasonably be expected to result in a Material Adverse Effect.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless the context requires otherwise, (a) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from.” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Unless the context requires otherwise (a) any definition of or reference to any agreement, (d) the word “incur” instrument or other document herein shall be construed as referring to mean incursuch agreement, create, issue, assume, become liable in respect of instrument or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such other document as from time to time amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein or in any other Loan Document). Any reference to any law Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all statutory references herein to Articles, Sections, Exhibits and regulatory provisions consolidatingSchedules shall be construed to refer to Articles and Sections of, amendingand Exhibits and Schedules to, replacing or interpreting such law and this Agreement, (e) any reference 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, (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (g) all terms of an accounting nature or financial nature shall construed in accordance with GAAP. Notwithstanding anything to the contrary contained herein, if at any time any change in GAAP would affect any computation or defined term set forth in any Loan Document, and the Borrower shall at such time or thereafter so request, the Administrative Agent and the Borrower shall negotiate in good faith to amend the relevant provisions of the Loan Documents to preserve the original intent thereof in light of such change in GAAP (subject to the approval of Required Lenders), provided that, until so amended, such computation or defined term shall continue to be computed in conformity with GAAP but without giving effect to such identified changes to GAAP.

Terms Generally. (a) The definitions set forth or referred to in Section 1.01 1.1 shall apply equally to both the singular and plural forms and to correlative forms of the terms defined. . (b) Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Unless the context requires otherwise, . (ac) the The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”, (bd) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the The words “tohereby,” “herewith,” “hereto,” “herein,” “hereof,” and “until” each mean “to but excludinghereunder” and words of similar import refer to this Agreement (including the word “through” shall mean “Exhibits and Schedules to and including”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (this Agreement and the words “incurred” Seller Disclosure Schedules) in its entirety and “incurrence” not to any part hereof unless the context shall have correlative meanings), otherwise require. (e) the The word “or” shall be construed deemed to be disjunctive but not necessarily exclusive (i.e., unless the context dictates otherwise, “or” shall be interpreted to mean “and/or” rather than “either/or”, ). (f) any reference to any person Unless the context shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All otherwise require, all references herein to Articles, Sections, Exhibits Exhibits, Schedules, and the Seller Disclosure Schedules shall be deemed references to Articles Articles, Sections, and Sections Exhibits of, and Exhibits Schedules and the Seller Disclosure Schedules to, this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs. (g) Unless the context shall otherwise require, any references to any Contract (including this Agreement) or Law shall be deemed to be references to such Contract or Law as amended, supplemented, or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions). (h) Unless the context shall otherwise require, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Entity, to any Person(s) succeeding to its functions and capacities. (i) 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, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (j) All monetary figures shall be in United States dollars unless otherwise specified and all references to “$,” funds or “dollar” shall be references to United States dollars. (k) The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. (l) All accounting terms used herein and not expressly defined herein shall have the meanings given to them in Appendix A. (m) Unless the context otherwise requires, references herein to any information, document or material having been “delivered,” “provided to,” “made available,” or “furnished to” (and phrases of similar import) Buyer as of the date of this Agreement mean that such information, document, or material was made available for review by Buyer or any of its Affiliates or Representatives via email, at Seller or its advisor’s offices or was made available for viewing by Buyer and its representatives in the “Project Frontier” electronic data rooms hosted by Seller or by Intralinks on behalf of Seller in connection with the Transactions (the “Data Room”), as that site existed as of 5:00 p.m. Central Time on the date that is one (1) Business Day prior to the date of this Agreement. (n) Any reference to “breach,” “violation,” “default” or words of similar import used in this Agreement shall be deemed to refer to such occurrence, whether with or without notice, exercise or remedies, lapse of time or other condition subsequent. (o) Any reference to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such document as amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.

Terms Generally. The definitions set forth or referred to in Section 1.01 of terms herein shall apply equally to both 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. Unless References to the context requires otherwiseplural include the singular, (a) and references to the singular include the plural. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Except where expressly stated otherwise herein, (d) the word “incur” any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to mean incursuch agreement, create, issue, assume, become liable in respect of instrument or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any reference to any person shall be construed to include such person’s legal successors and permitted assigns and (g) the words “asset” and “property” shall be construed to have the same meaning and effect. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall mean such other document as amended, restated, supplemented or otherwise modified from time to time amended, amended and restated, restated, supplemented, otherwise modified, renewed, refinanced, replaced or extended (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein); (a) any reference herein or to any Person shall be construed to include such Person’s successors and permitted assigns; (b) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof; (c) all references herein to articles, sections, exhibits and schedules shall be construed to refer to Articles and Sections of, and exhibits and schedules to, this Agreement; (d) any capitalized terms used in any other Loan Document). Any reference to any law schedule or exhibit attached hereto and not otherwise defined therein shall include all statutory and regulatory provisions consolidating, amending, replacing have the meanings set forth in this Agreement; and (e) the term “knowledge” or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time“aware” shall mean the actual knowledge of a Responsible Officer.