Common use of Terms Generally Clause in Contracts

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (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 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 Sections, Schedules and Exhibits shall be construed to refer to Sections of, and Schedules and Exhibits 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 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 a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (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 or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth hereinherein or in any other 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, (d) all references herein to Sections, Schedules and Exhibits shall be construed to refer to Sections of, and Schedules and Exhibits 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 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 a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (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 or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any law, rule or regulation shall be construed as referring to 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, (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (cd) 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, and (de) all references herein to Articles, Sections, Exhibits and Schedules and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Credit 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 a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, otherwise (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 or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth in the Loan Documents herein), (b) any reference herein to any law shall be construed as referring to such law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, (c) any reference herein to any Person shall be construed to include such Person’s successors and assignsassigns (subject to the restrictions contained in the Loan Documents herein), (cd) 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, (de) all references with respect to the determination of any time period, the word “from” means “from and including” and the word “to” means “to and including” and (f) any reference herein to Articles, Sections, Annexes, Exhibits and Schedules and Exhibits shall be construed to refer to Articles and Sections of, and Annexes, Exhibits and Schedules and Exhibits to, this Agreement, (e) the words “asset” and “property” . No provision of this Agreement or any other Loan Document shall be interpreted or construed to have the same meaning and effect and to refer to against 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 a statute, rule Person solely because such Person or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedits legal representative drafted such provision.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (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 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 Sections, Schedules and Exhibits shall be construed to refer to Sections of, and Schedules and Exhibits 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 Real Propertyreal 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 a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (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 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, 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 Real Property, tangible and intangible right or interest in or to assets and propertiesproperties of any kind whatsoever, including cashwhether real, securities, accounts personal or mixed and contract rights, whether tangible or intangible. References in this Agreement to “determination” by the Agent include good faith estimates by the Agent (in the case of quantitative determinations) and interests good faith beliefs by the Agent (in any the case of the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedqualitative determinations).

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “", "includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation.” ". The word “"will” " shall be construed to have the same meaning and effect as the word “"shall.” ". Unless the context requires otherwise, (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 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 '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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, 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 Real Property, tangible and intangible right or interest in or to assets and propertiesproperties of any kind whatsoever, including cashwhether real, securities, accounts personal or mixed and contract rights, whether tangible or intangible. References in this Agreement to "determination" by the Agent include good faith estimates by the Agent (in the case of quantitative determinations) and interests good faith beliefs by the Agent (in any the case of the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedqualitative determinations).

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (ai) 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 or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (bii) any definition of or reference to any law, rule or regulation shall be construed as referring to 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, (iii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (civ) 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, and (dv) all references herein to Articles, Sections, Exhibits and Schedules and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Credit 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 a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, otherwise (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 or otherwise modified Modified (subject to any restrictions on such amendments, supplements or modifications 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits 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 Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and interests in any of the foregoing, rights and (f) whenever this Agreement provides that any reference to a statuteconsent or approval will not be “unreasonably withheld” or words of like import, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time shall be deemed to time include within its meaning that such consent or approval will not be amended, re-enacted unreasonably delayed or expressly replacedconditioned.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (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 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits 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 Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and interests in any of (f) each reference to a time shall be a reference to the foregoingprevailing Eastern U.S. time, and (fg) any Article and Section headings and the Table of Contents used herein are for convenience of reference to a statuteonly, rule are not part of this Agreement and shall not affect the construction of, or regulation is to that statutebe taken into consideration in interpreting, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedthis Agreement.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, otherwise (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 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits 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 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 Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and interests . All terms used in any this Agreement which are defined in Article 8 or Article 9 of the foregoing, NY UCC and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as which are not otherwise defined herein shall have the same may from time to time be amended, re-enacted or expressly replacedmeanings herein as set forth therein.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (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 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, 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 Real Property, tangible and intangible right or interest in or to assets and propertiesproperties of any kind whatsoever, including cashwhether real, securities, accounts personal or mixed and contract rights, whether tangible or intangible. References in this Agreement to “determination” by any Agent include good faith estimates by such Agent (in the case of quantitative determinations) and interests good faith beliefs by such Agent (in any the case of the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedqualitative determinations).

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “", "includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation.” ". The word “"will” " shall be construed to have the same meaning and effect as the word “"shall.” ". Unless the context requires otherwise, (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 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 '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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, 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 Real Property, tangible and intangible right or interest in or to assets and propertiesproperties of any kind whatsoever, including cashwhether real, securities, accounts personal or mixed and contract rights, whether tangible or intangible. References in this Agreement to "determination" by any Agent include good faith estimates by such Agent (in the case of quantitative determinations) and interests good faith beliefs by such Agent (in any the case of the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedqualitative determinations).

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, otherwise (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 or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth hereinherein or therein), (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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, 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 Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, and interests any references to “principal amount” or “obligations” owed by any Person under any Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement were terminated at such time (after giving effect to any netting agreement) less any collateral posted in any of the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedsupport thereof.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, otherwise (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, restatedextended, supplemented supplemented, replaced, renewed, refinanced, refunded, restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications the foregoing 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits 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 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 Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and interests in any of the foregoing, rights and (fg) any reference all references herein to a statute, rule or regulation is times of day shall be references to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedNew York City time.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (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 or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference to any statute, regulation or other law shall be construed (i) as referring to such statute, regulation or other law as from time to time amended, supplemented or otherwise modified (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, (cd) 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, (de) all references herein to Articles, Sections, Exhibits and Schedules and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, (ef) the phrase “to the best of the knowledge” shall mean the belief of the officers of the Borrower and the Subsidiaries directly participating in or associated with the due diligence and negotiations in connection with the Transactions, and (g) 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 a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (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 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” 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits 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 Real Property, tangible and intangible right or interest in or to assets and propertiesproperties of any kind whatsoever, including cashwhether real, securities, accounts personal or mixed and contract rights, and interests in any of the foregoing, whether tangible or intangible and (f) except as otherwise specifically provided, any reference to a statutestatute or law shall mean that statute or law as enacted, rule or regulation is to that statute, rule or regulation as now enacted or as the same may amended and in effect from time to time be amended, re-enacted or expressly replacedtime. References in this Agreement to “determination” by the Agent include good faith estimates by the Agent (in the case of quantitative determinations) and good faith beliefs by the Agent (in the case of qualitative determinations).

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, otherwise (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 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, 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 Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights. References in Articles 6 and 7 in respect of the affirmative and negative covenants to be performed by the Credit Parties shall be interpreted to mean, with respect to Article 6, that the Borrower will, and interests in will cause each of the other Credit Parties to, comply with such covenant, and, with respect to Article 7, that the Borrower will not, and will not permit any of the foregoingother Credit Parties to, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedviolate such covenant.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, otherwise (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 or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) 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 from time to time amended, supplemented or otherwise modified, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (cd) 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, (de) all references herein to Articles, Sections, Exhibits and Schedules and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, Agreement and (ef) 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 a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, otherwise (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, restated, supplemented amended and restated or otherwise modified (subject to any restrictions on such amendments, supplements supplements, restatements, amendments and restatements 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, (e) any reference to any law, rule or regulation herein shall, unless otherwise specified, refer to such rule 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 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 a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (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 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 Sections, Schedules and Exhibits shall be construed to refer to Sections of, and Schedules and Exhibits 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 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 a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (ai) 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 or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth hereinherein or in any other Credit Document), (bii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (ciii) the words “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofthereof, (div) all references herein in a Credit Document to Sections, Exhibits, Appendices and Schedules and Exhibits shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules and Exhibits to, this Agreementthe Credit Document in which such references appear, (ev) 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 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 a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, otherwise (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 supplemented, extended, amended and restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth hereinherein or therein), (b) any reference herein to any Person shall be construed to include such Person’s permitted 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, unless expressly provided otherwise, (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 the computation of periods of time from a specified date to a statutelater specified date, rule 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” and (g) all references to “in the ordinary course of business” of a Person means (i) in the ordinary course of business of, or regulation in furtherance of an objective that is to that statutein the ordinary course of business of such Person, rule (ii) customary and usual in the industry or regulation as now enacted industries of such Person in the United States or as any other jurisdiction in which such Person does business, or (iii) generally consistent with the same may from time to time be amendedpast or current practice of such Person, re-enacted or expressly replacedany similarly situated businesses in the United States or any other jurisdiction in which such Person does business.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (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 or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person person shall be construed to include such Personperson’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 Sections, Schedules and Exhibits shall be construed to refer to Sections of, and Schedules and Exhibits 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 Real Propertyreal 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 a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (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 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 Indenture in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this AgreementIndenture, (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 right or interest in or to assets and propertiesproperties of any kind whatsoever, including cashwhether real, securities, accounts personal or mixed and contract rights, and interests in any of the foregoing, whether tangible or intangible and (f) except as otherwise specifically provided, any reference to a statutestatute or law shall mean that statute or law as enacted, rule or regulation is to that statute, rule or regulation as now enacted or as the same may amended and in effect from time to time be amended, re-enacted or expressly replacedtime. References in this Indenture to “determination” by the Trustee include good faith estimates by the Trustee (in the case of quantitative determinations) and good faith beliefs by the Trustee (in the case of qualitative determinations).

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, otherwise (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, restatedsupplemented, supplemented replaced, or otherwise modified (subject to any restrictions on such amendments, supplements supplements, replacements 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, (e) any reference in any definition to the phrase “at any time” or “for any time” shall refer to the same time or period for all calculations or determination within such definition, and (f) 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, . All certificates and interests other documents required to be provided by a specified officer of a Loan Party shall be deemed to be provided by such person solely in any of the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation their capacity as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedsuch officer.

Terms Generally. The foregoing definitions of terms herein shall apply be equally applicable to both the singular and plural forms of the terms defineddefined terms. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, otherwise (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 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits 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 Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and interests in any of the foregoing, and (f) whenever any reference deadline for the delivery of any notice, report or document falls on a day other than a Business Day, such deadline shall be extended to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacednext succeeding Business Day.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, otherwise (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 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, 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 Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights. References in Articles VI and VII in respect of the affirmative and negative covenants to be performed by the Credit Parties shall be interpreted to mean, with respect to Article VI, that the Borrower will, and interests in will cause each of its Subsidiaries to comply with such covenant, and, with respect to Article VII, that the Borrower will not, and will not permit any of the foregoingits Subsidiaries to, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedviolate such covenant.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, otherwise (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 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, and Schedules and Exhibits shall be construed to refer to Articles and Sections of, and Schedules and Exhibits to, this Agreement, 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, general intangibles and (f) any reference references to a statutesections of, rule or regulation is rules under, the Securities Act or the Exchange Act shall be deemed to that statuteinclude substitute, rule replacement or regulation as now enacted successor sections or as rules adopted by the same may SEC from time to time be amended, re-enacted or expressly replacedtime.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, otherwise (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 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, (e) any reference to any rating by any rating agency shall be construed to refer to such rating or its equivalent under any successor rating categories of such rating agency and (f) 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. For the avoidance of doubt, and interests in any the computation of the foregoing, and (f) any reference periods of time from a specified date to a statutelater specified date, rule or regulation is the word “from” means “from and including;” the words “to” and “until” each mean “to that statute, rule or regulation as now enacted or as but excluding” and the same may from time word “through” means “to time be amended, re-enacted or expressly replacedand including”.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (ai) 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 or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth hereinherein or in any other Loan Document), (bii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (ciii) 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, (div) all references herein to Sections, Schedules and Exhibits shall be construed to refer to Sections of, and Schedules and Exhibits to, this Agreement, (ev) 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 (fvi) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced. For the avoidance of doubt, references to “during the term of this Agreement” or “over the life of this Agreement” or words of like import shall mean the period of time commencing with the Closing Date.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, otherwise (a) any definition of or reference to any Loan Document, agreement, instrument or of 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 (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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, (ef) the words “asset” and “propertyProperty” 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 (g) an Event of Default shall exist or continue or be continuing until such Event of Default is waived in any accordance with Section 11.02 or is cured in a manner satisfactory to Administrative Agent, if such Event of Default is capable of being cured as determined by the foregoing, Administrative Agent and (fh) any reference the word “month,” for the purposes of Sections 5.01(c), 5.15 and 6.06(e), shall be construed as referring to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedfiscal months and not calendar months.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, : (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 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, 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 Real Property, tangible and intangible right or interest in or to assets and propertiesproperties of any kind whatsoever, including cashwhether real, securities, accounts personal or mixed and contract rights, whether tangible or intangible. References in this Agreement to “determination” by the Lender include good faith estimates by the Lender (in the case of quantitative determinations) and interests good faith beliefs by the Lender (in any the case of the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedqualitative determinations).

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (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 or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any law, rule or regulation shall be construed as referring to 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, (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (cd) 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, and (de) all references herein to Articles, Sections, Exhibits and Schedules and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, the Loan Document in which such references appear and (ef) 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 a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, otherwise (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 or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person person shall be construed to include such Personperson’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, and Schedules and Exhibits shall be construed to refer to Articles and Sections of, and Schedules and Exhibits 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 Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and interests in any of the foregoing, general intangibles and (f) any reference references to a statutesections of, rule or regulation is rules under, the Securities Act or the Exchange Act shall be deemed to that statuteinclude substitute, rule replacement or regulation as now enacted successor sections or as rules adopted by the same may Securities and Exchange Commission from time to time be amended, re-enacted or expressly replacedtime.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “" "includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation.” " The word “"will” " shall be construed to have the same meaning and effect as the word “"shall.” " Unless the context requires otherwise, (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 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 '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 Sections, Schedules and Exhibits shall be construed to refer to Sections of, and Schedules and Exhibits 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 Real Propertyreal 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 a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, otherwise (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 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, 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 Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and interests in any . Each reference herein to the “knowledge” of the foregoingCompany or any Subsidiary shall be deemed to be a reference to the knowledge of any member of senior management of the Company or such Subsidiary, and (f) any Financial Officer and, in the case of any reference to a statuteknowledge of any specific subject matter, rule the senior manager of the department or regulation is to that statute, rule or regulation as now enacted or as office of the same may from time to time be amended, re-enacted or expressly replacedCompany responsible for such matter.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (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 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 Sections, Schedules and Exhibits shall be construed to refer to Sections of, and Schedules and Exhibits 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 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 a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (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 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 that 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, 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 Real Property, tangible and intangible right or interest in or to assets and propertiesproperties of any kind whatsoever, including cashwhether real, securities, accounts personal or mixed and contract rights, whether tangible or intangible. References in this Agreement to “determination” by the Agent include good faith estimates by the Agent (in the case of quantitative determinations) and interests good faith beliefs by the Agent (in any the case of the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedqualitative determinations).

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “", "includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation.” ". The word “"will” " shall be construed to have the same meaning and effect as the word “"shall.” ". Unless the context requires otherwise, otherwise (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 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 '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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, 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 Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights. References in Articles VI and VII in respect of the affirmative and negative covenants to be performed by the Credit Parties shall be interpreted to mean, with respect to Article VI, that the Borrower will, and interests in will cause each of its Subsidiaries to comply with such covenant, and, with respect to Article VII, that the Borrower will not, and will not permit any of the foregoingits Subsidiaries to, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedviolate such covenant.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (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 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits 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 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 a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “" "includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation.” " The word “"will” " shall be construed to have the same meaning and effect as the word “"shall.” " Unless the context requires otherwise, (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 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 '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 Sections, Schedules and Exhibits shall be construed to refer to Sections of, and Schedules and Exhibits 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 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 a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (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 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits 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 Real Property, tangible and intangible right or interest in or to assets and propertiesproperties of any kind whatsoever, including cashwhether real, securities, accounts personal or mixed and contract rights, and interests in any of the foregoing, and (f) any reference to a statute, rule whether tangible or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedintangible.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “", "includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation.” ". The word “"will” " shall be construed to have the same meaning and effect as the word “"shall.” ". Unless the context requires otherwise, (ai) 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 or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (bii) any reference herein to any Person shall be construed to include such Person’s 's successors and assigns, (ciii) 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, (div) all references herein to Articles, Sections, Exhibits and Schedules and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, Credit Agreement and (ev) 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 right or interest in or to assets and propertiesproperties of any kind whatsoever, including cashwhether real, securities, accounts personal or mixed and contract rights, and interests in any of the foregoing, and (f) any reference to a statute, rule whether tangible or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedintangible.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, otherwise (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 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits 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 Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and interests in (f) the word “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of the foregoinglaw) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organization and (fg) any reference to a statute, rule any law or regulation is herein shall, unless specified, refer to that statute, rule such law or regulation as now enacted amended, modified or as the same may supplemented from time to time be amended, re-enacted or expressly replacedtime.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (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 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 Indenture in its entirety and not to any particular provision hereofArticle, Section or other subdivision, (d) all references herein to Articles, Sections, Exhibits and Schedules and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, Indenture and (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 right or interest in or to assets and propertiesproperties of any kind whatsoever, including cashwhether real, securities, accounts personal or mixed and contract rights, and interests in any of the foregoing, and (f) any reference to a statute, rule whether tangible or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedintangible.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (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 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits 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 Real Property, tangible and intangible right or interest in or to assets and propertiesproperties of any kind whatsoever, including cashwhether real, securities, accounts personal or mixed and contract rights, and interests in any of the foregoing, whether tangible or intangible and (f) all references to statutes and related regulations shall include any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the amendments of same may from time to time be amended, re-enacted or expressly replacedand any successor statutes and regulations.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, otherwise (a) any definition of or reference to any agreement, instrument instrument, license or other document herein shall be construed as referring to such agreement, instrument instrument, license or other document as from time to time amended, 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, (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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits 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 Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and interests in any of the foregoing, rights and (f) where applicable, any reference amount (including, without limitation, minimum borrowing, prepayment or repayment amounts) expressed in Dollars shall, when referring to any currency other than Dollars, be deemed to mean an amount of such currency having a statute, rule or regulation is Dollar equivalent approximately equal to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedsuch amount.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (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 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, 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 Real Property, tangible and intangible right or interest in or to assets and propertiesproperties of any kind whatsoever, including cashwhether real, securities, accounts personal or mixed and contract rights, whether tangible or intangible. References in this Agreement to “determination” by any Agent (unless the standard is otherwise expressly specified in this Agreement) include good faith estimates by such Agent (in the case of quantitative determinations) and interests good faith beliefs by such Agent (in any the case of the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedqualitative determinations).

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, otherwise (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 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits 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 Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rightsrights and whether real, and interests in any of the foregoingpersonal or mixed, and (f) any reference to a statuteany Requirement of Law shall, rule unless otherwise specified, refer to such Requirement of Law as amended, modified or regulation is to that statute, rule or regulation as now enacted or as the same may supplemented from time to time be amended, re-enacted or expressly replacedtime.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, otherwise (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 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, (e) 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 Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and interests in any . In the computation of the foregoing, and (f) any reference periods of time from a specified date to a statutelater specified date, rule or regulation is the word “from” means “from and including;” the words “to” and “until” each mean “to that statute, rule or regulation as now enacted or as but excluding;” and the same may from time word “through” means “to time be amended, re-enacted or expressly replacedand including.”

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (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 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, 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 Real Property, tangible and intangible right or interest in or to assets and propertiesproperties of any kind whatsoever, including cashwhether real, securities, accounts personal or mixed and contract rights, whether tangible or intangible. References in this Agreement to “determination” by any Lender or any Agent Party include good faith estimates by such Lender or such Agent Party (in the case of quantitative determinations) and interests good faith beliefs by such Lender or such Agent Party (in any the case of the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedqualitative determinations).

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, otherwise (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 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits 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 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 Real Property, 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 interests in any neither limit nor amplify the provisions of the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedthis Agreement.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “", "includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation.” ". The word “"will” " shall be construed to have the same meaning and effect as the word “"shall.” ". Unless the context requires otherwise, otherwise (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 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 '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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, 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 Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights. For the purposes of determining compliance under Article VI and Article VII, and interests any amount denominated in any Mexican Pesos shall be translated into US Dollars at the applicable Exchange Rate as of the foregoinglast Business Day of the week most recently ended. All references herein to "the date hereof" or "the date of this Agreement" shall be construed as references to March 29, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced2001.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, otherwise (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 or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person person shall be construed to include such Personperson’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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits 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 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 a statute, rule any law or regulation is herein shall refer to that statute, rule such law or regulation as now enacted amended, modified or as the same may supplemented from time to time. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time be amended, re-enacted or expressly replacedto time.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (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 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 Sections, Schedules Schedules, Exhibits and Exhibits Annexes shall be construed to refer to Sections of, and Schedules Schedules, Exhibits and Exhibits Annexes 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 Real Propertyreal 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 a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (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 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 Sections, Schedules and Exhibits shall be construed to refer to Sections of, and Schedules and Exhibits 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 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 a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced, (g) any reference to a minimum Dollar amount (including, for the avoidance of doubt and without limitation, the Minimum Borrowing Amount) shall, if the remaining available amount in the context of such reference is less than such minimum Dollar amount, be construed to mean such lesser remaining available amount and (h) for the avoidance of doubt, and notwithstanding anything to the contrary contained herein, to the extent any provision of Article II, Article III, or Article XI requires an action to be taken by, or imposes and obligation on, the Borrowers, such action or obligation may be taken or satisfied by the Parent Borrower or any other Borrower, to the extent set forth in Section 1.08(b). Where compliance with any provision herein or the other Loan Documents is determined by reference to the proceeds of any issuances of Capital Stock or capital contributions, such proceeds shall be deemed to be limited to such amount as was not previously (and is not concurrently being) applied in determining the permissibility of another transaction hereunder or under the Loan Documents.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “" "includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation.” " The word “"will” " shall be construed to have the same meaning and effect as the word “"shall.” " Unless the context requires otherwise, (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 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 's successors and permitted 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, 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 Real Property, tangible and intangible right or interest in or to assets and propertiesproperties of any kind whatsoever, including cashwhether real, securities, accounts personal or mixed and contract rights, and interests in any of the foregoing, and (f) any reference to a statute, rule whether tangible or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedintangible.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (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 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, (e) any reference to any law or regulations herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, (f) the word “or” is not exclusive, (g) the words “asset”, “property”, “Property” and “propertyProperties” 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 (h) unless the foregoingcontext clearly requires otherwise, and (f) any reference to a statutethe phrase “the Borrower” shall mean The Men’s Wearhouse, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.Inc.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, otherwise (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 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits 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 Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and interests in any of the foregoing, and (f) the “winding-up”, “dissolution” or “administration” of a company or corporation shall be construed so as to include any reference to a statuteequivalent or analogous proceedings under the law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, rule winding-up, reorganization, dissolution, administration, arrangement, adjustment, protection or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedrelief of debtors.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (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 or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person person shall be construed to include such Personperson’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 Sections, Schedules and Exhibits shall be construed to refer to Sections of, and Schedules and Exhibits 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 Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and interests in any of the foregoing, foregoing and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, otherwise (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, refinanced, restated, supplemented replaced or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), unless otherwise expressly stated to the contrary, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (cd) 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, (de) all references herein to Articles, Sections, Exhibits and Schedules and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, Agreement and (ef) 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 . Any reference herein to the “knowledge” of the foregoing, and (f) U.S. Borrower or any reference to Restricted Subsidiary means the actual knowledge of a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedResponsible Officer of such Person.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, otherwise (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, refinanced, restated, supplemented replaced or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), unless otherwise expressly stated to the contrary, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (cd) 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, (de) all references herein to Articles, Sections, Exhibits and Schedules and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, Agreement and (ef) 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 . Any reference herein to the “knowledge” of the foregoing, and (f) Borrower or any reference to Restricted Subsidiary means the actual knowledge of a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedResponsible Officer of such Person.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, otherwise (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 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 Sections, Exhibits and Schedules and Exhibits shall be construed to refer to Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, supplemented or otherwise modified 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 Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (g) the word “from” when used in connection with a period of time means “from and interests in any of including” and the foregoing, word “until” means “to but not including” and (fh) any reference references to a statutedays, rule or regulation is months, quarters and years refer to that statutecalendar days, rule or regulation as now enacted or as the same may from time to time be amendedmonths, re-enacted or expressly replacedquarters and years, respectively.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (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 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, 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 Real Property, tangible and intangible right or interest in or to assets and propertiesproperties of any kind whatsoever, including cashwhether real, securities, accounts personal or mixed and contract rights, whether tangible or intangible. References in this Agreement to “determination” by the Lender include good faith estimates by the Lender (in the case of quantitative determinations) and interests good faith beliefs by the Lender (in any the case of the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedqualitative determinations).

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, otherwise (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 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 assignsassigns (subject to any restrictions on 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits 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, (f) 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, rights and (fg) any reference in any definition to a statute, rule the phrase “at any time” or regulation is “for any period” shall refer to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedperiod for all calculations or determinations within such definition.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, otherwise (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 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits 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 Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights. When the performance of any covenant, and interests in duty or obligation under any Loan Document is required on a day that is not a Business Day, unless otherwise expressly provided therein, the date of such required performance shall be extended to the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedimmediately succeeding Business Day.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, otherwise (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 supplemented, extended, amended and restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth hereinherein or therein), (b) any reference herein to any Person shall be construed to include such Person’s permitted 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, unless expressly provided otherwise, (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 the computation of periods of time from a specified date to a statutelater specified date, rule 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” and (g) all references to “in the ordinary course of business” of a Person means (i) in the ordinary course of business of, or regulation in furtherance of an objective that is to that statutein the ordinary course of business of such Person, rule (ii) customary and usual in the industry or regulation as now enacted industries of such Person in the United States or as any other jurisdiction in which such Person does business, or (iii) generally consistent with the same may from time to time be amendedpast or current practice of such Person, re-enacted or expressly replacedany similarly situated businesses in the United States or any other jurisdiction in which such Person does business.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document herein in any Loan Document shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth hereinin such Loan Document), (b) any reference herein in any Loan Document 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 importimport when used in any Loan Document, shall be construed to refer to this Agreement such Loan Document in its entirety and not to any particular provision hereofthereof, (d) all references herein in any Loan Document to Articles, Sections, Exhibits and Schedules and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreementthe Loan Document in which such references appear, (e) any reference in any definition in any Loan Document 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, and (f) the words “asset” and “property” when used in any Loan Document 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 a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (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 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, 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 Real Property, tangible and intangible right or interest in or to assets and propertiesproperties of any kind whatsoever, including cashwhether real, securities, accounts personal or mixed and contract rights, whether tangible or intangible. References in this Agreement to “determination” by Agent include good faith estimates by Agent (in the case of quantitative determinations) and interests good faith beliefs by Agent (in any the case of the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedqualitative determinations).

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (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 or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth hereinherein or in any other 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, (d) all references herein to Sections, Schedules and Exhibits shall be construed to refer to Sections of, and Schedules and Exhibits 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 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 a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced, and (g) any amounts referred to in this Agreement or in any of the other Loan Documents shall paid or denominated in Dollars, unless otherwise specified.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, otherwise (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 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits 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 Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and interests in any of the foregoing, rights and (f) references herein to particular columns, lines or sections of any reference Person’s Annual Statement shall be deemed, where appropriate, to a statutebe references to the corresponding column, rule line or regulation is section of such Person’s Quarterly Statement, or if no such corresponding column, line or section exists or if any report form changes, then to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedcorresponding item referenced thereby.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, otherwise (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restatedsupplemented, supplemented restated or otherwise modified (subject to any restrictions on such amendments, supplements supplements, restatements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted 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) unless otherwise expressly stated, all references herein in this Agreement to Articles, Sections, Exhibits and Schedules and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits 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 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 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 a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.be

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (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 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, 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 Real Property, tangible and intangible right or interest in or to assets and propertiesproperties of any kind whatsoever, including cashwhether real, securities, accounts personal or mixed and contract rights, whether tangible or intangible. References in this Agreement to “determination” by any Lender include good faith estimates by such Lender (in the case of quantitative determinations) and interests good faith beliefs by such Lender (in any the case of the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedqualitative determinations).

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “", "includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation.” ". The word “"will” " shall be construed to have the same meaning and effect as the word “"shall.” ". Unless the context requires otherwise, (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 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 '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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, 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 Real Property, tangible and intangible right or interest in or to assets and propertiesproperties of any kind whatsoever, including cashwhether real, securities, accounts personal or mixed and contract rights, whether tangible or intangible. References in this Agreement to "determination" by any Lender or the Collateral Agent include good faith estimates by such Lender or the Collateral Agent (in the case of quantitative determinations) and interests good faith beliefs by such Lender or the Collateral Agent (in any the case of the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedqualitative determinations).

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “", "includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation.” ". The word “"will” " shall be construed to have the same meaning and effect as the word “"shall.” ". Unless the context requires otherwise, (a) any definition of or reference in this Agreement to any agreement, instrument instrument, or other document herein shall be construed include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s 's successors and assigns, (c) the words “"herein,” “", "hereof” " and “"hereunder,” ", and words of similar importimport in this Agreement, shall be construed to refer to this Agreement or such other Note Document, as the case may be, in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, 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 Real Property, tangible and intangible right or interest in or to assets and propertiesproperties of any kind whatsoever, including cashwhether real, securities, accounts personal or mixed and contract rights, and interests in any whether tangible or intangible. All of the foregoing, schedules and (f) any reference exhibits attached to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time this Agreement shall be amended, re-enacted or expressly replaceddeemed incorporated herein by reference.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “", "includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation.” ". The word “"will” " shall be construed to have the same meaning and effect as the word “"shall.” ". Unless the context requires otherwise, otherwise (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 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 '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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, 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 Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and interests in any . Each reference herein to the "knowledge" of the foregoingCompany or any Subsidiary shall be deemed to be a reference to the knowledge of any member of senior management of the Company or such Subsidiary, and (f) any Financial Officer and, in the case of any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.knowledge of any

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, otherwise (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 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits 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 Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and interests in any of the foregoing, rights and (f) all references herein to the “date hereof” or the “date of this Agreement” shall refer to the Restatement Effective Date. Unless otherwise indicated, any reference to a statute, rule US Dollar amount in Article VI or regulation is VII of this Agreement (or in any definition of a term used in either such Article) shall be deemed to be a reference to that statute, rule US Dollar amount or regulation as now enacted the equivalent thereof in one or as the same may from time to time be amended, re-enacted or expressly replacedmore other currencies.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, otherwise (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 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 140760.01015/104831797v.13 provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits 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 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 Real Property, 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 interests in any neither limit nor amplify the provisions of the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedthis Agreement.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, otherwise (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 or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein)modified, (b) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns, (c) any reference herein to any applicable law means such applicable law as amended, modified, codified, replaced, or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any applicable law means that section or provision of such applicable law from time to time in effect and any amendment, modification, codification, replacement, or reenactment of such section or other provision, (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, (de) all references herein to Articles, Sections, Exhibits and Schedules and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, Agreement and (ef) 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 a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “", "includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation.” ". The word “"will” " shall be construed to have the same meaning and effect as the word “"shall.” ". Unless the context requires otherwise, otherwise (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 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 '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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits 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 Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and interests in (f) the word "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of the foregoinglaw) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organization and (fg) any reference to a statute, rule any law or regulation is herein shall, unless specified, refer to that statute, rule such law or regulation as now enacted amended, modified or as the same may supplemented from time to time be amended, re-enacted or expressly replacedtime.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, otherwise (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 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 Sections, Exhibits and Schedules and Exhibits shall be construed to refer to Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, 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 Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and interests in any . All of the foregoinguncapitalized terms in the Loan Documents which are now or hereafter defined under the UCC will, and (f) any reference to a statuteunless defined in the Loan Documents or the context indicates otherwise, rule have the meanings now or regulation is to that statute, rule or regulation as now enacted or as hereafter provided for in the same may from time to time be amended, re-enacted or expressly replacedUCC.

Terms Generally. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall”.” (b) Unless the context requires otherwise, : (ai) 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 or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein); (ii) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (bincluding by succession of comparable successor laws), unless otherwise expressly stated to the contrary; (iii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, ; (civ) the words “herein,” ”, “hereof” and “hereunder,” ”, and words of similar import, shall be construed to refer to this Agreement Indenture in its entirety and not to any particular provision hereof, ; (dv) all references herein to Articles, Sections, Exhibits and Schedules and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, Indenture; and (evi) 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 a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, otherwise (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 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, 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 Real Property, tangible and intangible right or interest in or to assets and propertiesproperties of any kind whatsoever, including cashwhether real, securities, accounts personal or mixed and contract rights, whether tangible or intangible. References in this Agreement to “determination” by the Lender include good faith estimates by the Lender (in the case of quantitative determinations) and interests good faith beliefs by the Lender (in any the case of the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedqualitative determinations).

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “", "includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation.” ". The word “"will” " shall be construed to have the same meaning and effect as the word “"shall.” ". Unless the context requires otherwise, (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 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 '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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, 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 Real Property, tangible and intangible right or interest in or to assets and propertiesproperties of any kind whatsoever, including cashwhether real, securities, accounts personal or mixed and contract rights, whether tangible or intangible. References in this Agreement to "determination" by any Agent include good faith estimates by such Agent (in the case of quantitative determinations) and interests reasonable good faith beliefs by such Agent (in any the case of the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedqualitative determinations).

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “" "includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation.” " The word “"will” " shall be construed to have the same meaning and effect as the word “"shall.” " Unless the context requires otherwise, (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 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 '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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, Agreement and (e) the words “"asset” " and “"property” " shall be construed to have the same meaning and effect and shall mean any right or interest in or to refer to property or assets of any kind whatsoever, whether real, personal or mixed and all Real Property, whether tangible and intangible assets and propertiesor intangible, including cash, securities, accounts and contract rights, . References in this Agreement to "determination" by the Lender include good faith estimates by the Lender (in the case of quantitative determinations) and interests good faith beliefs by the Lender (in any the case of the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedqualitative determinations).

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includesinclude,”“includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, otherwise (a) any definition of or reference to any Loan Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, 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 person shall be construed to include such Personperson’s successors and assigns, (c) the words “herein,” “hereofherein,”“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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, (e) any reference to any law or regulation herein shall 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 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 a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.

Terms Generally. The definitions of terms herein shall apply --------------- equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “", "includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation.” ". The word “"will” " shall be construed to have the same meaning and effect as the word “"shall.” ". Unless the context requires otherwise, otherwise (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 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 '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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits 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 Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and interests in any of the foregoing, rights and (f) where applicable, any reference amount (including, without limitation, minimum borrowing, prepayment or repayment amounts) expressed in dollars shall, when referring to any currency other than dollars, be deemed to mean an amount of such currency having a statute, rule or regulation is Dollar Equivalent approximately equal to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedsuch amount .

Terms Generally. The foregoing definitions of terms herein shall apply be equally applicable to both the singular and plural forms of the terms defineddefined terms. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, otherwise (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 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits 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, (f) 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 (g) whenever any deadline for the delivery of any notice, report or document falls on a day other than a Business Day, such deadline shall be extended to the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacednext succeeding Business Day.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (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 or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person person shall be construed to include such Personperson’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, and Schedules and Exhibits shall be construed to refer to Articles and Sections of, and Schedules and Exhibits 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 Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and interests in any of the foregoing, general intangibles and (f) any reference references to a statutesections of, rule or regulation is rules under, the Securities Act or the Exchange Act shall be deemed to that statuteinclude substitute, rule replacement or regulation as now enacted successor sections or as rules adopted by the same may Securities and Exchange Commission from time to time be amended, re-enacted or expressly replacedtime.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, otherwise (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 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits 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 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 Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and interests . All terms used in any this Agreement which are 4127-6452-4369 defined in Article 8 or Article 9 of the foregoing, NY UCC and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as which are not otherwise defined herein shall have the same may from time to time be amended, re-enacted or expressly replacedmeanings herein as set forth therein.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” The word “or” is not exclusive. Unless the context requires otherwise, otherwise (ai) 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 or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (bii) any reference herein to any Person shall be construed to include such Person’s successors and assignsassigns (subject to any restrictions on assignment set forth herein), (ciii) 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, (div) all references herein to Sections, Exhibits and Schedules and Exhibits shall be construed to refer to Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, (ev) 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 (v) 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 a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “", "includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation.” ". The word “"will” " shall be construed to have the same meaning and effect as the word “"shall.” ". Unless the context requires otherwise, otherwise (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 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 's successors and assigns, (c) the words “"herein,” “hereof” ", "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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits 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 Real Property, tangible and intangible assets and properties, Letter of Credit and Reimbursement Agreement including cash, securities, accounts and contract rights, and interests in any of the foregoing, rights and (f) any reference to an Event of Default or a statutePUSA Facility Event is "continuing" for purposes hereof if it has not been waived by the Lender in accordance herewith (in the case of an Event of Default) or the required parties under, rule or regulation is to that statuteand in accordance with, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedPUSA Facility Agreement (in the case of a PUSA Facility Event).

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (ai) 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 or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (bii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (ciii) the words “herein,” ”, “hereof” and “hereunder,” ”, and words of similar import, shall be construed to refer to this Loan Agreement in its entirety and not to any particular provision hereof, (div) all references herein to Articles, Sections, Exhibits and Schedules and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, Loan Agreement and (ev) 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 right or interest in or to assets and propertiesproperties of any kind whatsoever, including cashwhether real, securities, accounts personal or mixed and contract rights, whether tangible or intangible. References in this Loan Agreement to “determination” by the Lender include good faith estimates by the Lender (in the case of quantitative determinations) and interests good faith beliefs by the Lender (in any the case of the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedqualitative determinations).

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, otherwise (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, restated, supplemented amended and restated or otherwise modified (subject to any restrictions on such amendments, supplements supplements, restatements, amendments and restatements 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, (e) any reference to any law, rule or regulation herein shall, unless otherwise specified, refer to such rule 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 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 a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.

Terms Generally. Terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be LEGAL_US_E # 148180534.4 construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, 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 or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth hereinherein or in the Credit Agreement), (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 Sections, Schedules and Exhibits Sections shall be construed to refer to Sections of, and Schedules and Exhibits to, of this Agreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, supplemented or otherwise modified 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 Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (g) the word “from” when used in connection with a period of time means “from and interests in any of including” and the foregoing, word “until” means “to but not including” and (fh) any reference references to a statutedays, rule or regulation is months, quarters and years refer to that statutecalendar days, rule or regulation as now enacted or as the same may from time to time be amendedmonths, re-enacted or expressly replacedquarters and years, respectively.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (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 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 SectionsArticles, Sections , Exhibits and Schedules and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, 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 Real Property, tangible and intangible right or interest in or to assets and propertiesproperties of any kind whatsoever, including cashwhether real, securities, accounts personal or mixed and contract rights, whether tangible or intangible. References in this Agreement to “determination” by any Agent include good faith estimates by such Agent (in the case of quantitative determinations) and interests good faith beliefs by such Agent (in any the case of the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replacedqualitative determinations).

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “", "includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation.” ". The word “"will” " shall be construed to have the same meaning and effect as the word “"shall.” ". Unless the context requires otherwise, otherwise (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 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 '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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits to, this Agreement, (e) all references herein to the "date hereof" shall be construed as referring to June 29, 2001, and (f) 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, . References herein to the taking of any 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 interests in the Agents are expressly authorized to accept any of such action taken by the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation Company as now enacted or as having the same may from time to time be amended, re-enacted or expressly replacedeffect as if taken by such Borrower.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “" "includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation.” " The word “"will” " shall be construed to have the same meaning and effect as the word “"shall.” " Unless the context requires otherwise, otherwise (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 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 's successors and assignsassigns (subject to any restrictions on such successors and assign 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 and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits 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 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 all references to a statutestatutes shall be construed to include all statutory provisions consolidating, rule amending or regulation is to that statute, rule or regulation as now enacted or as replacing the same may from time to time be amended, re-enacted or expressly replacedstatute referred to.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, : (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restatedsupplemented, supplemented restated or otherwise modified (subject to any restrictions on such amendments, supplements supplements, restatements or modifications set forth herein), ; (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted 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) unless otherwise expressly stated, all references herein in this Agreement to Articles, Sections, Exhibits and Schedules and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits and Schedules and Exhibits 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 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 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 a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.