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, amended and restated, supplemented, renewed or otherwise modified (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or therein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein), (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support 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.” In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”. ; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.” 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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplementsrestatements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, ,” “hereof” and “hereunder”, ,” and words of similar import, shall be construed to refer to this Credit Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement Credit 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 (ef) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of Any terms used in this AgreementCredit Agreement that are defined in the UCC shall be construed and defined as set forth in the UCC unless otherwise defined herein; provided, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer that to the amount extent that would be required the UCC is used to be paid by define any term herein and such Person if term is defined differently in different Articles of the UCC, the definition of such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted term contained in support thereof and (y) Credit Default Swap Article 9 of the UCC shall refer to the notional amount thereof less any collateral posted in support thereofgovern.

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 “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply) and all judgments, orders and decrees of all Governmental Authorities. 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, amended and restated, supplemented, renewed refinanced, replaced, or otherwise modified (subject to any restrictions on such amendments, restatements, amendment and restatement, supplements, renewals refinancings, replacements, or modifications set forth herein or thereinherein), (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), (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns assignments set forth herein herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or therein)all functions thereof, (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 shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement Agreement, (f) 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, and (eg) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support 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 (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, amended and restated, supplemented, renewed or otherwise modified (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or therein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein), (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement or Credit Default Swap shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support 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 (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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement Agreement, and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes Any reference herein to a merger, amalgamation, consolidation, or similar term, shall be deemed to apply to a division of this Agreementor by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, amalgamation, consolidation or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any references to “principal amount” limited liability company that is a Subsidiary, joint venture or “obligations” owed by any other like term shall also constitute such a Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofor entity).

Terms Generally. Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in any other Loan Document or any certificate or other document made or delivered pursuant hereto. The definitions of terms herein and in any other Loan Document or any certificate or other document made or delivered pursuant hereto shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun used herein or in any other Loan Document or any certificate or other document made or delivered pursuant hereto shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” when used herein or in any other Loan Document or any certificate or other document made or delivered pursuant hereto shall be deemed to be followed by the phrase “without limitation”. The word “will” when used herein or in any other Loan Document or any certificate or other document made or delivered pursuant hereto shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise otherwise, when used herein or in any other Loan Document or any certificate or other document made or delivered pursuant hereto (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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinin any other Loan Document), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement Agreement, any other Loan Document or any certificate or other document made or delivered pursuant hereto, as the case may be, in its entirety and not to any particular provision hereofhereof or thereof, (d) all references herein or in any other Loan Document or any certificate or other document made or delivered pursuant hereto, as the case may be, to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement or such other Loan Document or certificate or document, as the case may be and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support 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”. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders and decrees, of all Governmental Authorities. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein or in any other Loan Document shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplementsrestatements, renewals supplements or modifications set forth herein or thereinin any other Loan Document), (b) any definition of or reference to any statute, rule or regulation herein or in any other Loan Document shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any reference herein or in any other Loan Document to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns assignment set forth herein or therein)in any other Loan Document) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (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 shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement Agreement, (f) any reference to any law, rule or regulation herein or in any other Loan Document shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified or supplemented from time to time and (eg) the words “asset” and “property” herein or in any other Loan Document shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support 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 (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, amended and restated, supplemented, renewed or otherwise modified from time to time (subject to any restrictions on such amendments, supplementsrestatements, renewals amendments and restatements or other modifications set forth herein or thereinherein), ; (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject assigns, to any restrictions on the extent such successors and assigns set forth herein or therein), are permitted hereunder and under the other Loan Documents; (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, ; (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and Agreement; (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights; and (f) 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, together with all rules, regulations and interpretations thereunder or related thereto. Solely A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived by the Administrative Agent pursuant to this Agreement or, in the case of a Default, is cured (i) within any period of cure expressly provided for purposes in this Agreement (in the case of this Agreementany Default occurring other than pursuant to paragraph (f), (g) or (k) of Article VII) or (ii) prior to time that any references Lender Party exercises any remedies under any Loan Document (in the case of any Default or Event of Default occurring pursuant to paragraph (f), (g) or (k) of Article VII); provided that the Borrower Representative may exercise its right to cure any such Default or Event of Default only if it has provided notice of such Default to the Administrative Agent to the extent required pursuant to Section 5.02(a); and an Event of Default shall “principal amountcontinue” or be “obligationscontinuing” owed until such Event of Default has been waived by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofAdministrative Agent.

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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, ,” “hereof” and “hereunder”, ,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of this Agreementor by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any references to “principal amount” limited liability company that is a Subsidiary, joint venture or “obligations” owed by any other like term shall also constitute such a Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofor entity).

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, amended and restated, supplemented, renewed supplemented or otherwise modified (including pursuant to any permitted refinancing, extension, renewal, replacement, restructuring or increase (in each case, whether pursuant to one or more agreements or with different lenders or different agents), but subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns (subject and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any restrictions on such successors and assigns set forth herein or therein)all of the functions thereof, (c) the words “herein”, ,” “hereof” and “hereunder”, ,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely , (f) any reference to any Requirement of Law shall, unless otherwise specified, refer to such Requirement of Law as amended, modified or supplemented from time to time and shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Requirement of Law, (g) the phrase “for purposes the term of this Agreement” and any similar phrases shall mean the period beginning on the Closing Date and ending on the Latest Maturity Date, the term “manifest error” shall be deemed to include any clearly demonstrable error whether or not obvious on the face of the document containing such error and (h) all references to “principal amountknowledge” or “obligationsawareness” owed by of any Person under any (x) Hedging Agreement Loan Party or a Restricted Subsidiary thereof means the actual knowledge of a Responsible Officer of a Loan Party or such Restricted Subsidiary. Unless otherwise specified, all references herein to times of day shall refer be references to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such New York City time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofdaylight or standard, as applicable).

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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement Agreement, (e) all references herein to Schedules shall be construed to refer to the Schedules to the Confidential Disclosure Letter and (ef) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references Any reference to “principal amountpayment in full”, “paid in full”, “repaid in full”, “prepaid in full”, “redeemed in full” or “obligations” owed by any Person under other term or word of similar effect used in this Agreement or any (x) Hedging Agreement shall refer other Loan Document with respect to the amount that would be required to be paid by such Person if such Hedging Agreement Loans or the Obligations shall mean all Obligations (other than Credit Default Swapsincluding any Make Whole/Prepayment Fee Amount but excluding any inchoate indemnity obligations) were terminated at such time (after giving effect to any netting agreement) less any collateral posted have been repaid in support thereof full in cash and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofhave been fully performed and all Commitments have been permanently terminated.

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”. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the word “to” means “to but excluding”. 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 it was originally executed or as it may from time to time be amended, restated, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (bii) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)permitted assigns, (ciii) the words “hereinhereof”, “hereofherein” and “hereunder”, ” and words of similar import, import shall be construed to refer to this Agreement in its entirety as a whole and not to any particular provision hereof, (div) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections ofArticles, and Sections, Exhibits and Schedules to, to this Agreement and (ev) the words “asset” and “property” all references to a specific time shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and propertiesthe time in Atlanta, including cashGeorgia, securitiesunless otherwise indicated. (b) Notwithstanding anything to the contrary herein, accounts and contract rights. Solely for purposes of this AgreementAgreement and any other Loan Document, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement the Borrower and all Wholly Owned Subsidiaries of the Borrower shall refer to the amount that would be required deemed to be paid by such Person Wholly Owned Subsidiaries of the REIT Guarantor and, for the avoidance of doubt, all calculations and other determinations herein and in any other Loan Document shall, unless otherwise expressly noted, be made as if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted there are no minority interest holders in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofBorrower.

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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendmentsamendments restatements, supplementsamendments and restatements, renewals supplements or modifications set forth herein or thereinin any other Loan Document), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” or “Property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and (f) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. Solely for purposes No provision of this Agreement, Agreement or any references to “principal amount” other Loan Document shall be construed or “obligations” owed by any Person under any (x) Hedging Agreement shall refer interpreted to the amount that would be required disadvantage of any party hereto by reason of such party’s having, or being deemed to be paid by have, drafted, structured, or dictated such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofprovision.

Terms Generally. The Unless separate definitions are provided for the singular and plural forms of a specified term, 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, supplemented, refinanced, restated, amended and restated, supplemented, renewed replaced or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, ,” “hereof” and “hereunder”, ,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections ofArticles, and Sections, Exhibits and Schedules to, of this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes A Letter of this AgreementCredit shall be deemed at a particular time to be “outstanding,” and not to have “terminated,” in each case regardless of the expiration date of the Letter of Credit, any references to “principal amount” or “obligations” owed by any Person if (i) a presentation made at such time under any (x) Hedging Agreement shall refer to the amount that such Letter of Credit would be required to be paid by honored if otherwise made in accordance with the terms and conditions of such Person if Letter of Credit, or (ii) a presentation made on or before the latest date for presentation under such Hedging Agreement (other than Letter of Credit Default Swaps) were terminated at has not yet been honored and under the applicable letter of credit practice rules or applicable law the time to give timely notice of refusal of such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofpresentation for documentary discrepancies has not yet passed.

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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes Notwithstanding anything to the contrary contained in this Agreement or in the Disclosure Schedules, all disclosure set forth in the Disclosure Schedules shall clearly identify the sentences in this Agreement to which it relates and shall not be deemed to modify, qualify or relate to any other sentences or provisions of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support 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 (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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes References herein to the taking of this Agreementany action hereunder of an administrative nature by any Borrower shall be deemed to include references to the Company taking such action on such Borrower’s behalf and the Agents are expressly authorized to accept any such action taken by the Company as having the same effect as if taken by such Borrower. Each reference herein to the “knowledge” of the Company 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, any references Financial Officer and, in the case of any reference to “principal amount” knowledge of any specific subject matter, the senior manager of the department or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to office of the amount that would be required to be paid by Company or such Person if Subsidiary responsible for such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofmatter.

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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes References herein to the taking of this Agreementany action hereunder of an administrative nature by any Borrower shall be deemed to include references to Holdings, the Company or ASII taking such action on such Borrower’s behalf and the Agents are expressly authorized to accept any such action taken by Holding, the Company or ASII as having the same effect as if taken by such Borrower. Each reference herein to the “knowledge” of Holdings, the Company, ASII or any Subsidiary shall be deemed to be a reference to the knowledge of any member of senior management of Holdings, the Company, ASII or such Subsidiary, any references Financial Officer and, in the case of any reference to “principal amount” knowledge of any specific subject matter, the senior manager of the department or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to office of Holdings, the amount that would be required to be paid by Company, ASII or such Person if Subsidiary responsible for such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofmatter.

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, amended and restated, supplementedrenewed, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement or in any other Loan Document but subject to the immediately following sentence (a) any settlement in respect of Convertible Debt to the extent made through the delivery of Equity Interests and/or payment of Cash does not constitute a Restricted Payment and (b) the conversion of Convertible Debt, the right of any or all of the holders thereof to trigger and/or settle such conversion or any triggering and/or settlement thereof or the triggering, exercise or settlement of any rights by any or all of the holders thereof to cause the Borrower to repurchase such Convertible Debt shall not (i) constitute “amortization” for purposes of this Agreementclause (a) of the definition of “Unsecured Longer-Term Indebtedness”, and any references cash payment made by the Borrower in respect thereof shall constitute a “regularly scheduled payment, prepayment or redemption of principal and interest in respect thereof required pursuant to “the instruments evidencing such Indebtedness” within the meaning of clause (a) of Section 6.12 or (ii) constitute an event or condition described in clause (h) of Article VII. Notwithstanding the prior sentence to the contrary, the Borrower shall only be permitted to make a cash payment on account of principal amount” of Convertible Debt if (w) no Default exists at the time of, or “obligations” owed by any Person under any immediately after, such payment, (x) Hedging Agreement shall refer to on the amount that would be required to be paid by date of such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (payment, the Borrower is in pro forma compliance with each of the covenants set forth in Sections 6.07 after giving effect to any netting agreement) less any collateral posted in support thereof such payment and (y) Credit Default Swap shall refer on the date of such payment, the Borrower delivers to the notional amount thereof less any collateral posted in support thereofAdministrative Agent a certificate of a Financial Officer that the Borrower is compliance with clauses (w) and (x) above.

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, amended and restated, supplemented, renewed or otherwise modified (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or therein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. For the avoidance of doubt, any cash payment (other than any cash payment on account of interest) made by any Borrower in respect of any conversion features in any convertible securities that may be issued by such Borrower shall constitute a “regularly scheduled payment, prepayment or redemption of principal and interest” within the meaning of clause (a) of Section 6.12. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereof).

Terms Generally. Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in any other Loan Document or any certificate or other document made or delivered pursuant hereto. The definitions of terms herein and in any other Loan Document or any certificate or other document made or delivered pursuant hereto shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun used herein or in any other Loan Document or any certificate or other document made or delivered pursuant hereto shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” when used herein or in any other Loan Document or any certificate or other document made or delivered pursuant hereto shall be deemed to be followed by the phrase “without limitation”. The word “will” when used herein or in any other Loan Document or any certificate or other document made or delivered pursuant hereto shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise otherwise, when used herein or in any other Loan Document or any certificate or other document made or delivered pursuant hereto (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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinin any other Loan Document), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, “hereof” ’ and “hereunder”, and words of similar import, shall be construed to refer to this Agreement Agreement, any other Loan Document or any certificate or other document made or delivered pursuant hereto, as the case may be, in its entirety and not to any particular provision hereofhereof or thereof, (d) all references herein or in any other Loan Document or any certificate or other document made or delivered pursuant hereto, as the case may be, to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement or such other Loan Document or certificate or document, as the case may be and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support 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”. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the word “to” means “to but excluding”. 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 it was originally executed or as it may from time to time be amended, restated, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (bii) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)permitted assigns, (ciii) the words “hereinhereof”, “hereofherein” and “hereunder”, ” and words of similar import, import shall be construed to refer to this Agreement in its entirety as a whole and not to any particular provision hereof, and (div) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections ofArticles, and Sections, Exhibits and Schedules toto this Agreement. Any reference herein or in any other Loan Document to the satisfaction, this Agreement and repayment or payment in full of the Obligations shall mean (ea) the words “asset” and “property” shall be construed to have repayment in full in immediately available funds of the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement Obligations (other than Credit Default Swaps(A) were terminated at letters of credit (including Letters of Credit) that have been cancelled, Cash Collateralized or otherwise backstopped on terms reasonably satisfactory to the Issuing Bank (including by “grandfathering” on terms reasonably acceptable to the Issuing Bank of the applicable letters of credit into a future credit facility), (B) contingent reimbursement obligations (other than those described in clause (C) below) that have been Cash Collateralized or otherwise backstopped on terms reasonably satisfactory to the Administrative Agent, (C) contingent indemnification obligations not yet due and payable and for which no claim has been made and (D) except to the extent the Administrative Agent has been notified in writing such obligations are then due and payable, Hedging Obligations and Bank Product Obligations) and (b) all Commitments have expired or been terminated. Unless otherwise specified, all references herein to times of day shall be references to New York City time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofdaylight or standard, as applicable).

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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein herein); provided, however, that amendments to the Indentures and the Second Priority Debt Documents after the Second Restatement Effective Date shall be effective for purposes of references thereto in this Agreement and the other Senior Loan Documents only if such amendments are permitted hereunder and under the Second Priority Debt Documents and the Additional Senior Debt Documents or therein)are consented to in writing for such purpose by the Required Lenders (or such other percentage of the Lenders as may be specified herein) and the applicable holders of Second Priority Debt and Additional Senior Debt required by the terms of the Second Priority Debt Documents and the Additional Senior Debt Documents, as applicable, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support 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 agreementagreement (including this Agreement and the other Loan Documents), instrument or other document herein (or in any other Loan Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented, renewed supplemented or otherwise modified or extended, replaced or refinanced (subject to any restrictions on such amendments, restatements, supplements, renewals modifications, extensions, replacements or modifications other refinancings set forth herein therein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns (subject subject, for the avoidance of doubt, to any restrictions on such successors and assigns assignment set forth herein herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or therein)all functions thereof, (c) the words “herein”, ,” “hereof” and “hereunder”, ,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein or in any other Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and or such other Loan Document, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes , (f) references to any matter being “permitted” under this Agreement or in any Loan Document shall include references to such matters not being prohibited or otherwise being approved under this Agreement or such Loan Document, (g) unless otherwise specified herein, all references herein to times of this Agreementday shall be references to Eastern time (daylight or standard, as applicable), (h) unless the contrary intention appears, any references reference to adverse Tax, regulatory or similar consequences shall be construed to mean such consequences to Holdings or its Subsidiaries or any Parent Entities, Affiliates or direct or indirect equity owners thereof, (i) “principal amountordinary course of business” or “obligationsordinary course” owed by shall, with respect to any Person under any (x) Hedging Agreement shall Person, be deemed to refer to items or actions that are consistent with industry practice or norms of such Person’s industry or such Person’s past practice (it being understood that the amount that would sale of accounts receivable (and related assets) pursuant to supply-chain, factoring or reverse factoring arrangements entered into by the Borrower and the other Group Members shall be required deemed to be paid by in the ordinary course of business so long as such Person if such Hedging Agreement accounts receivable (other and related assets) are sold for cash in an amount not less than Credit Default Swaps95% of the face amount thereof), (j) were terminated at such time (after giving effect any reference to any netting agreement) less Requirement of Law in any collateral posted in support thereof Loan Document shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, superseding or interpreting such Requirement of Law and (yk) Credit Default Swap shall refer in the computation of periods of time in any Loan Document from a specified date to a later specified date, the notional amount thereof less any collateral posted in support thereofword “from” means “from and including”, the words “to” and “until” mean “to but excluding” and the word “through” means “to and 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 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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)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, hereof and (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement Agreement. Any reference to “execute”, “executed”, “sign”, “signed”, “signature” or any other like term hereunder shall include execution by electronic signature (including, without limitation, any .pdf file, .jpeg file, or any other electronic or image file, or any “electronic signature” as defined under the U.S. Electronic Signatures in Global and National Commerce Act (e“E-SIGN”) or the words New York Electronic Signatures and Records Act (“asset” and “property” ESRA”), which includes any electronic signature), except to the extent the Trustee or the Loan Agent requests otherwise. Any such electronic signatures shall be construed valid, effective and legally binding as if such electronic signatures were handwritten signatures and shall be deemed to have the same meaning been duly and effect and to refer to any and validly delivered for all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofhereunder.

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, amended and restated, supplemented, renewed or otherwise modified (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or therein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein), (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement or Credit Default Swap, in each case, to the extent considered Indebtedness, shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than or Credit Default Swaps) Swap, as applicable, were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support 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 (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, amended and restated, supplemented, renewed or otherwise modified (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or therein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein), (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement or Credit Default Swap shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than or Credit Default Swaps) Swap were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereof.

Terms Generally. The definitions of terms herein in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. 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”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Unless the context requires otherwise (a) otherwise, any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented, renewed supplemented or otherwise modified or is, or the indebtedness in respect of which is, replaced, renewed, extended, refunded or refinanced in whole or in part (subject to any restrictions on such amendments, supplementsrestatements, renewals supplements or modifications or renewals, extensions, refundings or refinancings set forth herein herein). The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP applied on a basis consistent with the most recent audited consolidated financial statements of Pyxus Topco delivered to the Lenders prior to the Closing Date (except as set forth in the notes thereto or thereinas otherwise disclosed in writing by the Borrower Agent to the Lenders); provided that, (bi) any reference herein notwithstanding anything to any Person the contrary contained herein, all such financial statements shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein), (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after prepared without giving effect to any netting agreement) less election under FASB ASC 825 (or any collateral posted in support thereof similar accounting principle permitting a Person to value its financial liabilities at the fair value thereof), and (yii) Credit Default Swap no Person that is a Minority Interest Consolidated Entity shall refer to be consolidated with the notional amount thereof less any collateral posted in support thereofParent Guarantors, the Borrowers and their Subsidiaries for purposes of such financial statements.

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, amended and restated, supplemented, renewed or otherwise modified (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement or in any other Loan Document (a) any settlement in respect of Convertible Debt to the extent made through the delivery of Equity Interests and/or payment of Cash does not constitute a Restricted Payment and (b) the conversion of Convertible Debt (or the right of any or all of the holders thereof to trigger and/or settle such conversion or any triggering and/or settlement thereof) shall not (i) constitute “amortization” for purposes of this Agreementclause (a) of the definition of “Unsecured Longer-Term Indebtedness”, and any references to cash payment made by the Borrower in respect thereof shall constitute a “regularly scheduled payment, prepayment or redemption of principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer and interest in respect thereof required pursuant to the amount that would be required to be paid by instruments evidencing such Person if such Hedging Agreement Indebtedness” within the meaning of clause (other than Credit Default Swapsa) were terminated at such time of Section 6.12 or (after giving effect to any netting agreementii) less any collateral posted constitute an event or condition described in support thereof and clause (yi) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofof Article VII.

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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or therein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or thereincontained herein), (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement (other than a total return swap) shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap total return swap shall refer to the notional amount thereof less any collateral posted in support thereof.

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”. 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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (bii) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)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 Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections Section of, and Exhibits and Schedules to, this 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 tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes . (a) When a change in any amount, percentage, reserve, eligibility criteria or other item in the definitions of this Agreementthe terms “Borrowing Base”, any references “Eligible Inventory”, “Eligible Receivables”, “Fixed Asset Component”, “Inventory Reserves” and “Rent Reserve” is to be determined in the Administrative Agent’s “principal amount” or “obligations” owed by any Person under any reasonable discretion”, such change shall become effective on the date that is ten (x10) Hedging Agreement shall refer days after delivery of a written notice thereof to the amount Borrower (a “Borrowing Base Change Notice”), or immediately, without prior written notice, during the continuance of an Event of Default; provided that would (regardless of whether an Event of Default is continuing) no change set forth in a Borrowing Base Change Notice shall be required to be paid reflected in the next Borrowing Base Certificate delivered by such Person the Borrower if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer Borrowing Base Change Notice is delivered to the notional amount thereof Borrower less any collateral posted in support thereofthan ten (10) days prior to the date such Borrowing Base Certificate is required to be delivered hereunder.

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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely rights and (f) where any provision herein requires the Borrower to do any act or thing (or procure that it be done) by a certain time and the Panel permits the same to be done at a later time (it being understood the preceding shall only relate to implementation of required statutory provisions relating to timing or timing rules of the Panel), then such later time shall apply for the purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any provided that the Borrower shall not seek a time extension from the Panel without the prior written consent of the Administrative Agent (x) Hedging Agreement shall refer to the amount that would be required not to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofunreasonably withheld or delayed).

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 agreementagreement (including this Agreement and the other Loan Documents), instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplementsrestatements, renewals supplements or other modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns assignment set forth herein herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or therein)all functions thereof, (c) the words “herein”, ,” “hereof” and “hereunder”, ,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely Without limiting the reclassification rights under any Section of Article VI, for purposes of this Agreementdetermining compliance with any Section of Article VI, in the event that any references Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), Disposition, Restricted Payment, Affiliate transaction, restrictive agreement or prepayment of Indebtedness meets the criteria of one or more than one of the categories of transactions permitted pursuant to “principal amount” any clause of such Sections, such transaction (or “obligations” owed by any Person under any (xportion thereof) Hedging Agreement at the time of incurrence or consummation thereof shall refer to the amount that would be required deemed to be paid incurred or otherwise permitted under such clause(s) determined by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated the Administrative Borrower in its sole discretion at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofof incurrence or consummation, as applicable.

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, amended and restated, supplemented, renewed replaced, refinanced or otherwise modified (subject to any restrictions on such amendments, restatements, amendments and restatements, supplements, renewals replacements, refinancings or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and Agreement, unless the context shall otherwise require, (e) the term “security interest” shall include a hypothec and the term hypothecation, (f) the term “solidary” as used herein shall be read and interpreted in accordance with the Civil Code of Québec, (g) any reference to “registration” or “filing” in respect of security, security interest or hypothecation shall also mean “publishing”, (h) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible tangible, moveable and immoveable, and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreementrights and (i) all financial statements and other financial information provided by the Borrower to the Agents or any Lender shall be provided with reference to dollars, any and (j) all references to “principal amount$” or “obligationsdollars” owed by any Person under any (x) Hedging Agreement or to amounts of money shall refer be deemed to be references to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to lawful currency of the notional amount thereof less any collateral posted in support thereofUnited States of America.

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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or therein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement (other than a total return swap) shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap total return swap shall refer to the notional amount thereof less any collateral posted in support thereof.

Terms Generally. The definitions In this Agreement, unless otherwise specified or where the context otherwise requires: (a) the headings of terms herein particular provisions of this Agreement are inserted for convenience only and will not be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement; (b) words importing any gender shall apply equally to include other genders; (c) words importing the singular and plural forms of the terms defined. Whenever the context may require, any pronoun only shall include the corresponding masculine, feminine plural and neuter forms. The vice versa; (d) the words “include”, ,” “includes” and or “including” shall be deemed to be followed by the phrase words “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise ; (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, amended and restated, supplemented, renewed or otherwise modified (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or therein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein), (ce) the words “hereof,” “herein”, “hereof” and “hereunder”, herewith” and words of similar importimport shall, shall unless otherwise stated, be construed to refer to this Agreement in its entirety as a whole and not to any particular provision hereof, of this Agreement; (df) all references herein to “Articles,” “Exhibits,” “Sections” or “Schedules” shall be to Articles, SectionsExhibits, Exhibits Sections or Schedules of or to this Agreement; (g) references to any Person include the successors and Schedules permitted assigns of such Person; (h) references to any agreement, contract or schedule, unless otherwise stated, are to such agreement, contract or schedule as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; (i) references to any law (including the Code and the Treasury Regulations) shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law; (j) for purposes of calculating any payments due hereunder (including with respect to the Additional Interest Amount), compounding will be done on an annual basis; and (k) the parties hereto have participated collectively in the negotiation and drafting of this Agreement; accordingly, in the event an ambiguity or question of intent or interpretation arises, it is the intention of the parties that this Agreement shall be construed to refer to Articles and Sections ofas if drafted collectively by the parties hereto, and Exhibits and Schedules to, this Agreement and (e) that no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to authorship of any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes provisions of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support 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 (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, amended and restated, supplemented, renewed renewed, extended, refunded, replaced or Refinanced or otherwise modified (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or therein)the extent not prohibited hereby, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)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 hereofof this Agreement, (d) all references herein to Articles, Sections, Exhibits and Schedules or Sections shall be construed to refer to Articles and Exhibits or Sections ofof this Agreement, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes , (f) terms defined in the UCC but not otherwise defined herein shall have the same meanings herein as are assigned thereto in the UCC, (g) reference to any law means such law as amended, modified, codified, replaced or re-enacted, in whole or in part, and in effect on the date hereof, including rules, regulations, enforcement procedures and any interpretations promulgated thereunder, and (h) references to Sections or clauses shall refer to those portions of this Agreement, and any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall a clause shall, unless otherwise identified, refer to the amount that would be required appropriate clause within the same Section in which such reference occurs. When performance of any obligation is stated to be paid by due or performance is required on a day which is not a Business Day, the date of such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap performance shall refer extend to the notional amount thereof less any collateral posted in support thereofimmediately 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 Words in the singular shall be construed held to include the plural and vice versa and words of one gender shall be held to include the other gender as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented, renewed or otherwise modified (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or therein)the context requires, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein), (c) the words terms “hereinhereof”, “hereofherein” and “hereunder”, herewith” and words of similar importimport shall, shall unless otherwise stated, be construed to refer to this Agreement in its entirety as a whole (including the exhibits and schedules hereto) and not to any particular provision hereofof this Agreement, (d) all and Article, Section, Exhibit and Schedule references herein are to the Articles, Sections, Exhibits and Schedules shall be construed to this Agreement unless otherwise specified, (c) references to the phrase “the transactions contemplated hereby” and “the transactions contemplated by this Agreement” (and any equivalent statements) refer to Articles the purchase and Sections ofsale of the Acquired Assets and the other agreements set forth in this Agreement, and Exhibits not to the ABI Transaction, (d) the word “including” and Schedules to, words of similar import when used in this Agreement and means “including, without limitation,” unless otherwise specified, (e) the words word “asset” and “propertyor” shall be construed to have disjunctive but not exclusive, (f) the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to phrase “principal amountordinary course” or “obligationsordinary course of business” owed by any Person under any shall mean “ordinary course of business consistent with past practice including with respect to frequency and quantity,” (xg) Hedging Agreement shall refer the phrase “to the amount that would be required extent” means “the degree by which” and not “if”, (h) references to a Contract means such Contract together with any amendments or supplements thereto and (i) all amounts payable pursuant to this Agreement are stated and shall be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to in United States dollars unless otherwise specified. The parties hereto intend that each representation, warranty, covenant and agreement contained herein shall have independent significance. If any netting agreement) less party hereto has breached any collateral posted representation, warranty, covenant or agreement contained herein in support thereof and (y) Credit Default Swap shall refer any respect, the fact that there exists another representation, warranty, covenant or agreement contained herein relating to the notional amount thereof less any collateral posted same subject matter (regardless of relative levels of specificity) that such party has not breached shall not detract from or mitigate the fact that such party is in support thereofbreach of the first representation, warranty, covenant or 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 (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, amended and restated, supplemented, renewed or otherwise modified (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or therein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or thereinherein), (c) the words “herein”, ,” “hereof” ’ and “hereunder”, ,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. For the avoidance of doubt, any cash payment (other than any cash payment on account of interest) made by the Borrower in respect of any conversion features in any convertible securities that may be issued by the Borrower shall constitute a “regularly scheduled payment, prepayment or redemption of principal and interest” within the meaning of clause (a) of Section 6.12. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support 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 (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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of this Agreementor by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any references to “principal amount” limited liability company that is a Subsidiary, joint venture or “obligations” owed by any other like term shall also constitute such a Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofor entity).

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, amended and restated, supplemented, renewed or otherwise modified (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or therein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein), (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support 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 (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, amended and restated, supplemented, renewed restated or otherwise modified (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or therein)modified, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)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 or Sections shall be construed to refer to Articles and Exhibits or Sections of, and Exhibits and Schedules to, of this Agreement and any references to a clause shall, unless otherwise identified, refer to the appropriate clause within the same Section in which such reference occurs, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (xf) Hedging Agreement terms defined in the UCC but not otherwise defined herein shall refer to have the amount that would be required to be paid by such Person if such Hedging Agreement same meanings herein as are assigned thereto in the UCC and (other than Credit Default Swapsg) were terminated at such time (after giving effect a reference to any netting agreement) less law means such law as amended, modified, codified, replaced or re-enacted, in whole or in part, and in effect on the date hereof, including rules, regulations, enforcement procedures and any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofinterpretations promulgated thereunder.

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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplementsrestatements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person person shall be construed to include such Personperson’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, “hereof” and “hereunder”, ” and words of similar import, import shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement Agreement, and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes References herein to the taking of this Agreement, any action hereunder of an administrative nature by a Borrower shall be deemed to include references to GrafTech or the other Borrower taking such action on such Borrower’s behalf and the Agents are expressly authorized to accept any such action taken by GrafTech or the other Borrower as having the same effect as if taken by such Borrower. Each reference herein to “principal amountdirector’s qualifying shares” or similar terms shall be deemed to include a reference to “obligations” owed by any Person or other de minimis amounts of equity required under any (x) Hedging Agreement shall refer to the amount that would be required applicable local law to be paid owned by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereoflocal persons”.

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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes References herein to the taking of this Agreementany action hereunder of an administrative nature by any Borrower shall be deemed to include references to the Company taking such action on such Borrower’s behalf and the Administrative Agent is expressly authorized to accept any such action taken by the Company as having the same effect as if taken by such Borrower. Each reference herein to the “knowledge” of the Company 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, any references Financial Officer and, in the case of any reference to “principal amount” knowledge of any specific subject matter, the senior manager of the department or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to office of the amount that would be required to be paid by Company responsible for such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofmatter.

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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein herein); provided, however, that amendments to the Second Priority Debt Documents after the Closing Date shall be effective for purposes of references thereto in this Agreement and the other Senior Loan Documents only if such amendments are permitted hereunder and under the Second Priority Debt Documents, the Additional Senior Debt Documents, the Senior Lien Intercreditor Agreement and the Junior Lien Intercreditor Agreement, as applicable, or therein)are consented to in writing for such purpose by the Required Lenders (or such other percentage of the Lenders as may be specified herein) and the applicable holders of Second Priority Debt and Additional Senior Debt required by the terms of the Second Priority Debt Documents and the Additional Senior Debt Documents, as applicable, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support 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 (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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s 's successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “"herein”", “"hereof” " and “"hereunder”", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “"asset” " and “"property” " shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes References herein to the taking of this Agreementany action hereunder of an administrative nature by any Borrower shall be deemed to include references to the Company taking such action on such Borrower's behalf and the Agents are expressly authorized to accept any such action taken by the Company as having the same effect as if taken by such Borrower. Each reference herein to the "knowledge" of the Company 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, any references Financial Officer and, in the case of any reference to “principal amount” knowledge of any specific subject matter, the senior manager of the department or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to office of the amount that would be required to be paid by Company responsible for such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofmatter.

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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties. Except as otherwise expressly provided herein, including cashwhen the payment of any obligation or the performance of any covenant, securitiesduty or obligation is stated to be due or performance required on a day which is not a Business Day, accounts and contract rightsthe date of such payment or performance shall extend to the immediately succeeding Business Day. Solely for purposes of this Agreement, any All references to “principal amountknowledge” of the Borrower or “obligations” owed by any Person under any (x) Hedging Agreement Subsidiary thereof shall refer to mean the amount that would be required actual knowledge of a Responsible Officer of the Borrower. All certifications to be paid made hereunder by an officer or representative of a Loan Party shall be made by such Person if person in his or her capacity solely as an officer or a representative of such Hedging Agreement (other than Credit Default Swaps) were terminated at Loan Party, on such time (after giving effect to any netting agreement) less any collateral posted Loan Party’s behalf and not in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofsuch Person’s individual capacity.

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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of this Agreementor by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any references to “principal amount” limited liability company that is a Subsidiary, joint venture or “obligations” owed by any other like term shall also constitute such a Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofor entity).

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 “is” shall not be exclusive. 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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein herein); provided, however, that amendments to the Senior Debt Documents, the Indentures and the Second Priority Debt Documents after the Closing Date shall be effective for purposes of references thereto in this Agreement and the other Second Priority Loan Documents only if such amendments are permitted hereunder and under the other Second Priority Debt Documents and the Senior Debt Documents or therein)are consented to in writing for such purpose by the Required Lenders (or such other percentage of the Lenders as may be specified herein) and the applicable holders of Second Priority Debt and Indebtedness under the Senior Facilities required by the terms of the Second Priority Debt Documents and the Senior Debt Documents, as applicable, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes , (f) unsecured Debt shall not be deemed to be subordinate or junior to secured Debt merely by virtue of this Agreement, its nature as unsecured Debt and (g) the principal amount of any references to “noninterest bearing or other discount security at any date shall be the principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount thereof that would be required to be paid by shown on a balance sheet of the issuer dated such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted date prepared in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereof.accordance with GAAP..

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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or therein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or thereincontained herein), (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement or Designated Swap shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) or Designated Swap were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereof.

Terms Generally. (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto. (b) 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, amended and restated, extended, supplemented, renewed or otherwise modified modified, refinanced, renewed, replaced and/or restructured (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or thereinherein), (b) any reference herein to (1) any Person shall be construed to include such Person’s successors and assigns and (subject 2) to the Parent Borrower or any restrictions on other Credit Party shall be construed to include the Parent Borrower or such successors Credit Party as debtor and assigns set forth herein debtor-in-possession and any receiver or therein)trustee for the Parent Borrower or any other Credit Party, as the case may be, in any insolvency or liquidation proceeding, (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, Schedules and Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Schedules and Exhibits and Schedules to, this Agreement and 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, Capital Stock, securities, accounts revenues, accounts, leasehold interests and contract rights. Solely , and interests in any of the foregoing, (f) any reference to any law, statute, rule or regulation is to that law, statute, rule or regulation as now enacted or as the same may from time to time be amended, consolidated, supplemented, re-enacted or expressly replaced (including by succession of comparable laws), (g) any reference to a minimum Dollar amount (including, for purposes the avoidance of this Agreementdoubt 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, (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 X 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 1.11(b), (i) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings) and (j) all references to “principal amount” any Governmental Authority, shall include any other Governmental Authority that shall have succeeded to any or “obligations” owed all of the functions thereof. Where compliance with any provision herein or the other Loan Documents is determined by any Person under any (x) Hedging Agreement shall refer reference to the amount that would proceeds of any issuances of Capital Stock or capital contributions, such proceeds shall be required deemed to be paid by limited to such Person if such Hedging Agreement amount as was not previously (other than Credit Default Swapsand is not concurrently being) were terminated at such time (after giving effect to any netting agreement) less any collateral posted applied in support thereof and (y) Credit Default Swap shall refer to determining the notional amount thereof less any collateral posted in support thereofpermissibility 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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinin the other Loan Documents), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)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 shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreementrights and (f) all financial statements and other financial information provided by the Borrower to the Agents or any Lender shall be provided with reference to dollars, any (g) all references to “principal amount$” or “obligationsdollars” owed by any Person under any (x) Hedging Agreement or to amounts of money shall refer be deemed to be references to the amount that would be required lawful currency of the United States of America, and (h) this Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Borrower, the Initial Lender and the Agents and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Loan Documents are not intended to be paid by construed against the Agents or any of the Lenders merely on account of the Agents’ or any Lender’s involvement in the preparation of such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofdocuments.

Terms Generally. The definitions of terms herein in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “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 herein to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented, renewed supplemented or otherwise modified (subject from time to time and any reference herein to any restrictions on such amendmentsstatute or regulations shall include any amendment, supplementsrenewal, renewals extension or modifications set forth herein or therein), replacement thereof; (b) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns (subject from time to any restrictions on such successors and assigns set forth herein or therein), time; (c) the words “herein”, ,” “hereof” and “hereunder”, ,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, ; (d) all references herein to Articles, Sections, Exhibits and Schedules Sections shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, of this Agreement and Agreement; (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely ; (f) any reference herein to an ABL Collateral Agent on behalf of the ABL Claimholders shall be understood to mean only on behalf of itself and the ABL Claimholders for purposes which such ABL Collateral Agent is acting as agent under the related ABL Loan Documents or any ABL Collateral Documents; and (g) any reference herein to a Fixed Asset Collateral Agent on behalf of this Agreement, the Fixed Asset Claimholders shall be understood to mean only on behalf of itself and the Fixed Asset Claimholders for which such Fixed Asset Collateral Agent is acting as agent under the related Fixed Asset Loan Documents or any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofFixed Asset Collateral Documents.

Terms Generally. (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto. (b) 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, amended and restated, extended, supplemented, renewed or otherwise modified modified, refinanced, renewed, replaced and/or restructured (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or thereinherein), (b) any reference herein to (1) any Person shall be construed to include such Person’s successors and assigns and (subject 2) to the Parent Borrower or any restrictions on other Credit Party shall be construed to include the Parent Borrower or such successors Credit Party as debtor and assigns set forth herein debtor-in-possession and any receiver or therein)trustee for the Parent Borrower or any other Credit Party, as the case may be, in any insolvency or liquidation proceeding, (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, Schedules and Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Schedules and Exhibits and Schedules to, this Agreement and 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, Capital Stock, securities, accounts revenues, accounts, leasehold interests and contract rights. Solely , and interests in any of the foregoing, (f) any reference to any law, statute, rule or regulation is to that law, statute, rule or regulation as now enacted or as the same may from time to time be amended, consolidated, supplemented, re-enacted or expressly replaced (including by succession of comparable laws), (g) any reference to a minimum Dollar amount (including, for purposes the avoidance of this Agreementdoubt 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, (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 X requires an action to be taken by, or imposes an 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 1.11(b), (i) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings) and (j) all references to “principal amount” any Governmental Authority shall include any other Governmental Authority that shall have succeeded to any or “obligations” owed all of the functions thereof. Where compliance with any provision herein or the other Loan Documents is determined by any Person under any (x) Hedging Agreement shall refer reference to the amount that would proceeds of any issuances of Capital Stock or capital contributions, such proceeds shall be required deemed to be paid by limited to such Person if such Hedging Agreement amount as was not previously (other than Credit Default Swapsand is not concurrently being) were terminated at such time (after giving effect to any netting agreement) less any collateral posted applied in support thereof and (y) Credit Default Swap shall refer to determining the notional amount thereof less any collateral posted in support thereofpermissibility of another transaction hereunder or under the Loan Documents.

Terms Generally. The (a) Unless separate definitions are provided for the singular and plural forms of a specified term, 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, supplemented, refinanced, restated, amended and restated, supplemented, renewed replaced or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, ,” “hereof” and “hereunder”, ,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections ofArticles, and Sections, Exhibits and Schedules to, of this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes A Letter of this AgreementCredit shall be deemed at a particular time to be “outstanding”, any references and not to have “principal amount” or “obligations” owed by any Person terminated”, in each case regardless of the expiration date of the Letter of Credit, if (i) a presentation made at such time under any (x) Hedging Agreement shall refer to the amount that such Letter of Credit would be required to be paid by honored if otherwise made in accordance with the terms and conditions of such Person if Letter of Credit, or (ii) a presentation made on or before the latest date for presentation under such Hedging Agreement (other than Letter of Credit Default Swaps) were terminated at has not yet been honored and under the applicable letter of credit practice rules or applicable law the time to give timely notice of refusal of such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofpresentation for documentary discrepancies has not yet passed.

Terms Generally. The definitions of terms herein in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “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, amended and restatedsupplemented, supplementedmodified, renewed or otherwise modified (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or therein), extended; (b) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein), 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 Sections shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, of this Agreement and Agreement; (e) all references to terms defined in the New York UCC shall have the meaning ascribed to them therein (unless otherwise specifically defined herein); and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes Whenever any term used in this Agreement is defined or otherwise incorporated by reference to the Senior Secured Note Indentures, such reference shall be deemed to have the same effect as if the definition of such term had been independently set forth herein in full, and such term shall continue to have the meaning established pursuant to the Senior Secured Note Indentures (subject to the immediately preceding sentence of this Agreement, any references to “principal amount” subsection) notwithstanding the termination of the Senior Secured Note Indentures or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofredemption of all Secured Debt Obligations evidenced thereby.

Terms Generally. The (a) Unless separate definitions are provided for the singular and plural forms of a specified term, 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, supplemented, refinanced, restated, amended and restated, supplemented, renewed replaced or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, ,” “hereof” and “hereunder”, ,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections ofArticles, and Sections, Exhibits and Schedules to, of this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes A Letter of this AgreementCredit shall be deemed at a particular time to be “outstanding,” and not to have “terminated,” in each case regardless of the expiration date of the Letter of Credit, any references to “principal amount” or “obligations” owed by any Person if (i) a presentation made at such time under any (x) Hedging Agreement shall refer to the amount that such Letter of Credit would be required to be paid by honored if otherwise made in accordance with the terms and conditions of such Person if Letter of Credit, or (ii) a presentation made on or before the latest date for presentation under such Hedging Agreement (other than Letter of Credit Default Swaps) were terminated at has not yet been honored and under the applicable letter of credit practice rules or applicable law the time to give timely notice of refusal of such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofpresentation for documentary discrepancies has not yet passed.

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”. 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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. (b) All terms used in this Agreement which are defined in Article 8 or Article 9 of the UCC and which are not otherwise defined herein shall have the same meanings herein as set forth therein, provided that terms used herein which are defined in the UCC on the date hereof shall continue to have the same meaning notwithstanding any replacement or amendment of such statute except as the Administrative Agent may otherwise determine, and when used to define a category or categories of the Collateral which is subject to the PPSA, such terms shall include the equivalent category or categories of property set forth in the applicable PPSA. Solely Notwithstanding the foregoing, and where the context so requires, (i) any term defined in this Agreement by reference to the “Code”, the “UCC” or the “Uniform Commercial Code” shall also have any extended, alternative or analogous meaning given to such term in the applicable PPSA, in all cases for the extension, preservation or betterment of the security and rights of the Collateral, (ii) all references in this Agreement to Article 8 of the UCC shall be deemed to refer also to applicable Canadian securities transfer laws (including, without limitation, the Securities Transfer Act, 2006 (Ontario)) and (iii) all references in this Agreement to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the analogous documents used under applicable Canadian personal property security laws, including, without limitation, where applicable, financing change statements. (c) For purposes of this Agreementany Collateral located in the Province of Quebec or charged by any deed of hypothec (or any other Loan Document) and for all other purposes pursuant to which the interpretation or construction of a Loan Document may be subject to the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Quebec, any (i) “personal property” shall be deemed to include “movable property”, (ii) “real property” shall be deemed to include “immovable property”, (iii) “tangible property” shall be deemed to include “corporeal property”, (iv) “intangible property” shall be deemed to include “incorporeal property”, (v) “security interest” and “mortgage” shall be deemed to include a “hypothec”, (vi) all references to filing, registering or recording under the UCC or the PPSA or otherwise shall be deemed to include publication by registration under the Civil Code of Québec, (vii) all references to “principal amountperfection of” or “obligationsperfected” owed by Liens shall be deemed to include a reference to the “opposability” of such Liens to third parties, (viii) any Person under any “right of offset”, “right of setoff” or similar expression shall be deemed to include a “right of compensation”, (ix) “goods” shall be deemed to include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, (x) Hedging Agreement an “agent” shall refer be deemed to include a “mandatary”, (xi) “construction liens” shall be deemed to include “legal hypothecs in favor of persons having taken part in the amount that would construction or renovation of an immovable”, (xii) “joint and several” shall be required deemed to include “solidary”, (xiii) “gross negligence or willful misconduct” shall be deemed to be paid by such Person if such Hedging Agreement “intentional or gross fault”, (other than Credit Default Swapsxiv) were terminated at such time “beneficial ownership” shall be deemed to include “ownership on behalf of another as mandatary”, (after giving effect xv) “easement” shall be deemed to any netting agreementinclude “servitude”, (xvi) less any collateral posted in support thereof “priority” shall be deemed to include “prior claim” or “ranking”, as applicable, (xvii) “survey” shall be deemed to include “certificate of location and plan”, (xviii) “state” shall be deemed to include “province”, (xix) “fee simple title” and “fee interest” shall be deemed to include “absolute ownership”, (xx) “accounts” shall be deemed to include “claims”, (xxi) “leasehold interest” shall be deemed to include “rights resulting from a lease”, (xxii) “lease” shall be deemed to include a “lease” or a “contract of leasing (crédit-bail)”, as applicable, and (yxxiii) Credit Default Swap “deposit account” shall refer be deemed to include a “financial account” (within the notional amount thereof less any collateral posted in support thereofmeaning of Article 2713.6 of the Civil Code of Québec).

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, amended and restated, supplemented, renewed or otherwise modified (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or therein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. For the avoidance of doubt, any cash payment (other than any cash payment on account of interest) made by any Borrower in respect of any conversion features in any convertible securities that may be issued by such Borrower shall constitute a “regularly scheduled payment, prepayment or redemption of principal and interest” within the meaning of clause (ab) of Section 6.12. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support 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 (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, amended and restated, supplemented, renewed or otherwise modified (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or therein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein), (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement or Credit Default Swap, in each case, to the extent considered Indebtedness, shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than thanor Credit Default Swaps) Swaps)Swap, as applicable, were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereof.

Terms Generally. The foregoing definitions of terms herein shall apply equally be applicable to the singular and plural forms of the foregoing defined terms. Capitalized terms definedused herein that are not otherwise defined herein shall have, when the context so indicates, the meanings provided by the UCC. Without limiting the generally of the foregoing, the following terms shall have the meaning ascribed to them in the UCC: Account, Chattel Paper, Deposit Account, Document, Electronic Chattel Paper, Equipment, Fixtures, Goods, Instrument, Inventory, Investment Property, Letter-of-Credit Right, Payment Intangible, Proceeds, Security, Securities Account, Supporting Obligations and Software. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the word “to” means “to but excluding”. 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 it was originally executed or as it may from time to time be amended, restated, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (bii) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)permitted assigns, (ciii) the words “hereinhereof”, “hereofherein” and “hereunder”, ” and words of similar import, import shall be construed to refer to this Agreement in its entirety as a whole and not to any particular provision hereof, (div) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections ofArticles, and Sections, Exhibits and Schedules to, to this Agreement and (ev) the words “asset” and “property” all references to a specific time shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement time in the city and state of the Agent’s principal office, unless otherwise indicated. ALL INDEMNIFICATION PROVISIONS HEREUNDER IN FAVOR OF ANY LENDER OR ITS RELATED PARTIES SHALL INCLUDE, WITHOUT LIMITATION, ANY ACT OR OMISSION THAT MAY ARISE, FROM SUCH LENDER’S OR RELATED PARTY’S NEGLIGENCE (other than Credit Default SwapsOTHER THAN GROSS NEGLIGENCE) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofAS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NONAPELABLE COURT ORDER OR STRICT LIABILITY.

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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on or, for natural persons, such successors Person’s successors, heirs, executors, administrators and assigns set forth herein or therein)other legal representatives, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes , (f) all financial statements and other financial information provided by the Borrowers and each other member of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer the Borrower Affiliated Group to the amount that would Administrative Agent or any Lender shall be required provided with reference to Dollars, and (g) this Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Borrower Affiliated Group and the Administrative Agent and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Loan Documents are not intended to be paid by construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Lender’s involvement in the preparation of such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofdocuments.

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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s 's successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “"herein”", “"hereof” " and “"hereunder”", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and Agreement, (e) the words “"asset” " and “"property” " shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes , (f) all references to the "date hereof" or the "date of this Agreement" shall be deemed to refer to July 21, any 1999 and (g) all references to “principal amount” or “obligations” owed "redemption" of Indebtedness shall be construed to include the giving of any redemption notice with respect to such Indebtedness by the issuer thereof and any Person under any (x) Hedging Agreement shall refer deposit with the trustee for the holders of such Indebtedness, not earlier than the date of such notice, of funds necessary to effect such redemption, in each case pursuant to the amount that would be required to be paid by indenture governing such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofIndebtedness.

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, amended and restated, supplemented, renewed renewed, extended, refunded, replaced or Refinanced or otherwise modified (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or therein)the extent not prohibited hereby, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)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 hereofof this Agreement, (d) all references herein to Articles, Sections, Exhibits and Schedules or Sections shall be construed to refer to Articles and Exhibits or Sections ofof this Agreement, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes , (f) terms defined in the UCC but not otherwise defined herein shall have the same meanings herein as are assigned thereto in the UCC, (g) reference to any law means such law as amended, modified, codified, replaced or re-enacted, in whole or in part, and in effect on the date hereof, including rules, regulations, enforcement procedures and any interpretations promulgated thereunder, and (h) references to Sections or clauses shall refer to those portions of this Agreement, and any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall a clause shall, unless otherwise identified, refer to the amount that would be required to be paid by appropriate clause within the same Section in which such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofreference occurs.

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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes rights and (f) all references herein to the “date hereof” or the “date of this Agreement” shall be construed as referring to June 30, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer 2006, provided that all obligations of the Borrower accrued prior to the amount that would be required date hereof under the Pre-Restatement Credit Agreement but not yet paid shall continue to be paid by such Person if such Hedging obligations of the Borrower under this Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer the amounts so accrued prior to the notional amount thereof less any collateral posted in support thereofRestatement Effective Date) and shall be payable as provided herein.

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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on restriction or consent requirements with respect to, such amendments, supplements, renewals supplements or modifications set forth herein or therein)in any Loan Documents) and any reference herein to any statute or regulations shall include any amendment, renewal, extension or replacement thereof; (b) any reference herein (i) to any Person shall be construed to include such Person’s successors and assigns and (subject ii) to the Borrower or any restrictions on other Grantor shall be construed to include the Borrower or such successors Grantor as debtor and assigns set forth herein debtor-in-possession and any receiver or therein)trustee for the Borrower or any other Grantor, as the case may be, in any Insolvency Proceeding; (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 Articles or Sections shall be construed to refer to Articles and or Sections of, and Exhibits and Schedules to, of this Agreement and Agreement; and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereof.

Terms Generally. (a) The definitions of terms herein set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. 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, amended and restated, supplemented, renewed or otherwise modified (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or therein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein), (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 All references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer deemed references to Articles and Sections of, and Exhibits and Schedules to, the Loan Documents in which the reference appears unless the context shall otherwise require. (b) Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or other document, agreement or instrument (including any by-laws, limited partnership agreement, limited liability company agreement, articles of incorporation, certificate of limited partnership or certificate of formation, as the case may be) shall mean such Loan Document, agreement or instrument as amended, restated, amended and restated, supplemented, otherwise modified, replaced, renewed, extended or refinanced from time to time and any reference in this Agreement to any Person shall include a reference to such Person’s permitted assigns and successors-in-interest. (ec) Unless otherwise defined herein, the words “asset” following terms are used herein as defined in the UCC (and “property” if defined in more than one Article of the UCC, such terms shall be construed to have the same meaning meanings given in Article 9 thereof): Account Debtor, Certificated Security, Chattel Paper, Commodity Account, Documents, Deposit Account, Electronic Chattel Paper, Equipment, Farm Products, General Intangibles, Goods, Instruments, Inventory, Letter of Credit, Letter-of-Credit Rights, Money, Payment Intangibles, Securities Account, Security, Supporting Obligations and effect Tangible Chattel Paper. (d) Unless otherwise defined herein, the following terms are used herein as defined in the Approved Budget: Total Cash Receipts, Total Non-Operating Disbursements, Total Operating Disbursements and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofProfessional Fees.

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, amended and restated, supplemented, renewed or otherwise modified (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or therein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein), (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement or Credit Default Swap shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than thanor Credit Default Swaps) Swaps)Swap were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support 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 (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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s 's successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “"herein”", “"hereof” ' and “"hereunder”", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement (except that references to Exhibits and Schedules shall be, where appropriate, references to Exhibits and Schedules to the Credit Agreement) and (e) the words “"asset” " and “"property” " shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes References in Articles VI and VII in respect of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be required affirmative and negative covenants to be paid performed by the Credit Parties shall be interpreted to mean, with respect to Article VI, that the Borrower will, and will cause each of its Subsidiaries to comply with such Person if covenant, and, with respect to Article VII, that the Borrower will not, and will not permit any of its Subsidiaries to, violate such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofcovenant.

Terms Generally. (a) The definitions of terms herein set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. .” The word “will” shall be construed to have the same meaning and effect as the word “shall”.” The words “ordinary course of business” or “ordinary course” shall, with respect to any Person, be deemed to refer to items or actions that are consistent with practice in or norms of the industry in which such Person operates or such Person’s past practice (it being understood that the sale of accounts receivable (and related assets) pursuant to supply-chain, factoring or reverse factoring arrangements entered into by the Borrower and its Restricted Subsidiaries shall be deemed to be in the ordinary course of business so long as such accounts receivable (and related assets) are sold for cash in an amount not less than 80% of the face amount thereof (but, for the avoidance of doubt, this shall not preclude any sale for less than a price to be determined to be in the ordinary course so long as it is in the ordinary course of business)) (in each case, as determined by the Borrower in good faith). Unless the context requires otherwise (ai) any definition of or reference to any agreement, instrument or other document herein or in any Loan Document (including any Loan Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented, renewed supplemented or otherwise modified or extended, replaced or refinanced (subject to any restrictions or qualifications on such amendments, supplementsrestatements, renewals amendment and restatements, supplements or modifications or extensions, replacements or refinancings set forth herein or thereinherein), (bii) any reference to any Requirement of Law in any Loan Document shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, superseding or interpreting such Requirement of Law, (iii) any reference herein or in any Loan Document to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)permitted assigns, (civ) the words “herein”, ,” “hereof” and “hereunder”, ,” and words of similar import, 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 hereof, (dv) all references herein or in any Loan Document to Articles, Sections, Clauses, Paragraphs, Exhibits and Schedules shall be construed to refer to Articles Articles, Sections, Clauses and Sections Paragraphs of, and Exhibits and Schedules to, this Agreement or such Loan Document unless the context shall otherwise require, (vi) in the computation of periods of time in any Loan Document from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” mean “to but excluding” and the word “through” means “to and including”, (evii) 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 tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for , (viii) the fair market value of any asset or property shall be determined by the Borrower in good faith and (ix) references to any matter being “permitted” under the Loan Documents shall include references to such matters not being prohibited or otherwise approved under the Loan Documents. (b) For purposes of determining compliance at any time with Sections 6.01, 6.02, 6.04, 6.05, 6.06 and 6.09(b), in the event that any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment or Disposition or portion thereof, as applicable, at any time meets the criteria of more than one of the categories of transactions or items permitted pursuant to any clause of such Section (other than Section 6.01(a) (in the case of Indebtedness incurred on the Closing Date, the 2025 Refinancing Amendment Effective Date and the 2025-2 Refinancing Amendment Effective Date), Sections 6.02(a) and 6.02(b)) (each of the foregoing, a “Reclassifiable Item”), the Borrower, in its sole discretion, may, from time to time, divide, classify or reclassify such Reclassifiable Item (or portion thereof) under one or more clauses of each such Section and will only be required to include such Reclassifiable Item (or portion thereof) in any one category; provided that upon delivery of any financial statements pursuant to Section 5.04(a) or (b) following the initial incurrence or making of any such Reclassifiable Item, if such Reclassifiable Item could, based on such financial statements, have been incurred or made in reliance on any “ratio-based” basket, such Reclassifiable Item shall automatically be reclassified as having been incurred or made under the applicable provisions of such “ratio-based” basket, as applicable (in each case, subject to any other applicable provision such “ratio-based” basket, as applicable). It is understood and agreed that any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment and/or Disposition need not be permitted solely by reference to one category of permitted Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment and/or Disposition under Sections 6.01, 6.02, 6.04, 6.05, 6.06 and 6.09(b), respectively, but may instead be permitted in part under any combination thereof or under any other available exception. (c) With respect to any Default or Event of Default, the words “exists,” “is continuing” or similar expressions with respect thereto shall mean that such Default or Event of Default has occurred and has not yet been cured or waived. If any Default or Event of Default has occurred hereunder (any such Default or Event of Default, an “Initial Default”) and is subsequently cured (a “Cured Default”), any other Default or Event of Default that resulted from (i) the making or deemed making of any representation or warranty by any Loan Party or the Thai Borrower or (ii) the taking of any action or failure to satisfy any condition precedent to the taking of any action by any Loan Party or any Subsidiary of any Loan Party, in each case which subsequent Default, Event of Default or failure would not have arisen had the Cured Default not been continuing at the time of such representation, warranty, action or failure to satisfy such condition precedent to the taking of any action, shall be deemed to automatically be cured or satisfied, as applicable, upon, and simultaneously with, the cure of the Cured Default, so long as at the time of such representation, warranty, action or failure to satisfy any condition precedent to the taking of any action, no Responsible Officer of the Borrower had knowledge of any such Initial Default. Any time period in this Agreement to cure any actual or alleged Default or Event of Default may be extended or stayed by a court of competent jurisdiction to the extent such actual or alleged Default or Event of Default is the subject of litigation. (d) Notwithstanding anything to the contrary in this Agreement, any references (i) a restatement of historical financial statements delivered pursuant to “principal amount” Section 4.01 or “obligations” owed by any Person under any Section 5.04 shall not result in a Default or an Event of Default to the extent that (x) Hedging Agreement shall refer to such restatement does not reveal a Material Adverse Effect in the amount that would be required to be paid by previously reported information from actual results reflected in such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to restatement for any netting agreement) less any collateral posted in support thereof relevant prior period and (y) Credit no Event of Default Swap would have occurred if such restated financial statements had been in effect at the time such financial statements were originally delivered and (ii) the Borrower and its Subsidiaries may be required to restate historical financial statements as the result of the implementation of changes in GAAP or IFRS, or the respective interpretation thereof, and such restatements shall refer to the notional amount thereof less any collateral posted not result in support thereofa Default or an Event of Default.

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, supplemented, modified, restated, amended and restatedreplaced, supplementedrefinanced, extended, renewed or otherwise modified restructured (subject to any restrictions on such supplements, amendments, supplementsmodifications, renewals replacements, refinancings, extensions, renewals, restatements or modifications restructurings set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)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 shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any (f) all references to “principal amountknowledge” or “obligationsaware” owed by of any Person under Loan Party or a Subsidiary of the Borrower means the actual knowledge of a Financial Officer or Responsible Officer (provided that the foregoing shall not include any (x) Hedging Agreement shall refer knowledge of a legal officer of a Loan Party or a Subsidiary to the amount that would be required extent such information is, in such legal officer’s sole good faith judgment, subject to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect attorney client or similar privilege and is not known to any netting agreementother Financial Officer or Responsible Officer), (g) less references to any collateral posted Applicable Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Applicable Law (including by succession of comparable successor laws), (h) in support thereof the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including” and (yi) Credit Default Swap shall refer unless otherwise stated herein, all provisions herein within the discretion or to the notional amount thereof less any collateral posted in support thereofsatisfaction of a party shall be deemed to include a standard of reasonableness, good faith and fair dealing.

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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or therein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or thereincontained herein), (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement or Designated Swap (other than a total return swap) shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) or Designated Swap were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap total return swap shall refer to the notional amount thereof less any collateral posted in support 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 agreementagreement (including this Agreement and the other Loan Documents), instrument or other document herein (or in any other Loan Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented, renewed supplemented or otherwise modified or extended, replaced or refinanced (subject to any restrictions on such amendments, restatements, supplements, renewals modifications, extensions, replacements or modifications other refinancings set forth herein therein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns (subject subject, for the avoidance of doubt, to any restrictions on such successors and assigns assignment set forth herein herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or therein)all functions thereof, (c) the words “herein”, ,” “hereof” and “hereunder”, ,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein or in any other Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and or such other Loan Document, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes , (f) references to any matter being “permitted” under this Agreement or in any Loan Document shall include references to such matters not being prohibited or otherwise being approved under this Agreement or such Loan Document, (g) unless otherwise specified herein, all references herein to times of this Agreementday shall be references to Eastern time (daylight or standard, as applicable), (h) unless the contrary intention appears, any references reference to adverse Tax, regulatory or similar consequences shall be construed to mean such consequences to Holdings or its Subsidiaries or any Parent Entities, Affiliates or direct or indirect equity owners thereof, (i) “principal amountordinary course of business” or “obligationsordinary course” owed by shall, with respect to any Person under any (x) Hedging Agreement shall Person, be deemed to refer to items or actions that are consistent with industry practice or norms of such Person’s industry or such Person’s past practice (it being understood that the amount that would sale of accounts receivable (and related assets) pursuant to supply-chain, factoring or reverse factoring arrangements entered into by the Borrowers and the other Group Members shall be required deemed to be paid by in the ordinary course of business so long as such Person if such Hedging Agreement accounts receivable (other and related assets) are sold for cash in an amount not less than Credit Default Swaps95% of the face amount thereof), (j) were terminated at such time (after giving effect any reference to any netting agreement) less Requirement of Law in any collateral posted in support thereof Loan Document shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, superseding or interpreting such Requirement of Law and (yk) Credit Default Swap shall refer in the computation of periods of time in any Loan Document from a specified date to a later specified date, the notional amount thereof less any collateral posted in support thereofword “from” means “from and including”, the words “to” and “until” mean “to but excluding” and the word “through” means “to and 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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes rights and (f) references to “the date hereof” or “the date of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would Restatement Effective Date. References herein to the taking of any action hereunder of an administrative nature by any Borrower shall be required deemed to be paid include references to the Company taking such action on such Borrower’s behalf, and the Administrative Agent is expressly authorized to accept any such action taken by the Company as having the same effect as if taken by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer Borrower. Any notice given to the notional amount thereof less any collateral posted in support thereofCompany shall be deemed to have been given simultaneously to Newmont USA.

Terms Generally. (a) The definitions of terms herein set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. 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, amended and restated, supplemented, renewed or otherwise modified (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or therein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein), (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 All references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer deemed references to Articles and Sections of, and Exhibits and Schedules to, the Loan Documents in which the reference appears unless the context shall otherwise require. (b) Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or other document, agreement or instrument (including any by-laws, limited partnership agreement, limited liability company agreement, articles of incorporation, certificate of limited partnership or certificate of formation, as the case may be) shall mean such Loan Document, agreement or instrument as amended, restated, amended and restated, supplemented, otherwise modified, replaced, renewed, extended or refinanced from time to time and any reference in this Agreement to any Person shall include a reference to such Person’s permitted assigns and successors-in-interest. (ec) Unless otherwise defined herein, the words “asset” following terms are used herein as defined in the UCC (and “property” if defined in more than one Article of the UCC, such terms shall be construed to have the same meaning meanings given in Article 9 thereof): Account Debtor, Documents, Deposit Account, General Intangibles, Letter of Credit, Securities Account and effect Security. (d) Unless otherwise defined herein, the following terms are used herein as defined in the Approved Budget: Total Cash Receipts, Total Non-Operating Disbursements, Total Operating Disbursements and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofProfessional Fees.

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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes References herein to the taking of this Agreement, any action hereunder of an administrative nature by any Borrower shall be deemed to include references to “principal amount” or “obligations” owed the Company taking such action on the Additional Borrower’s behalf and the Administrative Agent is expressly authorized to accept any such action taken by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid Company as having the same effect as if taken by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofAdditional 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 deemed to such agreementinclude all subsequent amendments, instrument or restatements, extensions, supplements, renewals, replacements and other document as from time modifications thereto, but only to time amended, restated, amended and restated, supplemented, renewed or otherwise modified (subject to any restrictions on the extent that such amendments, restatements, extensions, supplements, renewals or renewals, replacements and other modifications set forth herein or therein)are not prohibited by any of the First Lien Debt Documents, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject assigns, and as to the Company, any restrictions Subsidiary Guarantor or any other Grantor, shall be deemed to include a receiver, trustee or debtor-in-possession on behalf of any of such successors and assigns set forth herein person or therein)on behalf of any such successor or assign, (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) except as otherwise expressly provided, all references herein to Articles, Sections, Exhibits and Schedules Sections shall be construed to refer to Articles and Sections ofof this Agreement, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightsrights and (f) references to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law. Solely for purposes of Notwithstanding anything to the contrary in this Agreement, any references contained herein to “principal amount” any section, clause, paragraph, definition or “obligations” owed by other provision of the Collateral Trust Agreement or the Notes Indenture (including any Person under definition contained herein), shall be deemed to be a reference to such section, clause, paragraph, definition or other provision or term as in effect on the date of this Agreement; provided, that any (x) Hedging Agreement reference to any such section, clause, paragraph, definition or other provision or term shall refer to such section, clause, paragraph, definition or other provision or term of the amount that would be required Collateral Trust Agreement or the Notes Indenture (including any definition contained therein) as amended or modified from time to be paid by such Person time if such Hedging amendment or modification has been (1) made in accordance with the Collateral Trust Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof or the Notes Indenture, as applicable, and (y2) Credit Default Swap shall refer approved in writing by the First Lien Debt Representatives and the Company. Notwithstanding the foregoing, whenever any term used in this Agreement is defined or otherwise incorporated by reference to the notional amount thereof less any collateral posted Collateral Trust Agreement or the Notes Indenture, such reference shall be deemed to have the same effect as if such definition or term had been set forth herein in support thereoffull.

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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or therein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or thereincontained herein), (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal 44 Revolving Credit Agreement amount” or “obligations” owed by any Person under any (x) Hedging Agreement (other than a total return swap) shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap total return swap shall refer to the notional amount thereof less any collateral posted in support 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 agreementagreement (including this Agreement and the other Loan Documents), instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplementsrestatements, renewals supplements or other modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns assignment set forth herein herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or therein)all functions thereof, (c) the words “herein”, ,” “hereof” and “hereunder”, ,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes Notwithstanding anything contained herein to the contrary, (i) where compliance with any provision herein or the other Loan Documents is determined by reference to the proceeds of this Agreementany issuances of Equity Interests 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, (ii) with respect to determining the permissibility of the establishment of any commitments in respect of Indebtedness, all such commitments established at or prior to such time shall be deemed to be fully drawn and (iii) with respect to determining the permissibility of the incurrence of any Indebtedness, the proceeds thereof shall not be counted as cash or Cash Equivalents in any “net debt” determinations relating to the incurrence thereof. For the avoidance of doubt, any references basket, financial covenant, pricing grid or other test or metric in any Loan Document that is determined by reference to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would a leverage ratio will be required deemed to be paid by such Person at the highest level or exceeded, as the case may be, if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofapplicable leverage ratio is negative.

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 55 Revolving Credit Agreement as from time to time amended, restated, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or therein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or thereincontained herein), (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement or Designated Swap shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) or Designated Swap were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereof.

Terms Generally. The definitions of terms herein in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"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 or other document herein shall be construed as referring to such agreement, instrument Instrument or other document as from time to time amended, restated, amended and restatedsupplemented, supplementedmodified, renewed or otherwise modified (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or therein), extended; (b) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein), 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 Sections or Articles shall be construed to refer to Sections or Articles and Sections of, and Exhibits and Schedules to, of this Agreement and Agreement; (e) to the extent the described asset is owned by any Grantor, all uncapitalized terms describing such asset have the meanings given to them in the PPSA and/or the STA or (for US Collateral) the UCC, as applicable, unless otherwise defined herein; (f) the words “"asset” " and “"property” " shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, ; (g) any references reference herein to “principal amount” a Person in a particular capacity or “obligations” owed by capacities excludes such Person in any Person under other capacity or individually; (h) any (x) Hedging Agreement reference herein to any law shall be construed to refer to such law as amended, modified, codified, replaced, or re-enacted, in whole or in part, and in effect on the amount that would be required pertinent date; and (i) in the compilation of periods of time hereunder from a specified date to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof a later specified date, the word "from" means "from and (y) Credit Default Swap shall refer to including" and the notional amount thereof less any collateral posted in support thereofwords "to" and "until" each means "to, but not through or 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 otherwise, (a) any definition of or reference to any agreement, instrument or other -3- document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)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, hereof and (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement Agreement. Any reference to “execute”, “executed”, “sign”, “signed”, “signature” or any other like term hereunder shall include execution by electronic signature (including, without limitation, any .pdf file, .jpeg file, or any other electronic or image file, or any “electronic signature” as defined under the U.S. Electronic Signatures in Global and National Commerce Act (e“E-SIGN”) or the words New York Electronic Signatures and Records Act (“asset” and “property” ESRA”), which includes any electronic signature), except to the extent the Trustee or the Loan Agent requests otherwise. Any such electronic signatures shall be construed valid, effective and legally binding as if such electronic signatures were handwritten signatures and shall be deemed to have been duly and validly delivered for all purposes hereunder. ARTICLE II THE CLASS ▇-▇ LOANS Section 2.01 Commitments of the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofClass ▇-▇ Lenders.

Terms Generally. The definitions of terms herein in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"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, amended and restatedsupplemented, supplementedmodified, renewed or otherwise modified (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or therein), extended; (b) any reference herein to any Person shall be construed to include such Person’s 's permitted successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein), 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 Sections shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, of this Agreement and Agreement; (e) all references to terms defined in the New York UCC shall have the meaning ascribed to them therein (unless otherwise specifically defined herein); and (f) the words “"asset” " and “"property” " shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes Whenever any term used in this Agreement is defined or otherwise incorporated by reference to the Indenture, such reference shall be deemed to have the same effect as if the definition of such term had been independently set forth herein in full, and such term shall continue to have the meaning established pursuant to the Indenture (subject to the immediately preceding sentence of this Agreement, any references to “principal amount” subsection) notwithstanding the termination of the Indentures or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofredemption of all Note Lien Obligations evidenced 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”Unless the context of this Agreement or any other Loan Document clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” shall be deemed to be followed are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “without limitation”. and/or.” 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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)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, SectionsSections , Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible right or interest in or to assets and propertiesproperties of any kind whatsoever, including cashwhether real, securities, accounts personal or mixed and contract rightswhether tangible or intangible. Solely for purposes of References in this Agreement, any references Agreement to “principal amountdetermination” or “obligations” owed by any Person Agent include good faith estimates by such Agent (in the case of quantitative determinations) and good faith beliefs by such Agent (in the case of qualitative determinations). Any requirement of a writing contained herein or in any other Loan Document shall be satisfied by the transmission of a Record. Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations, or phrases of like meaning, shall mean (a) the payment or repayment in full in immediately available funds of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Revolving Loans, together with the payment of any premium applicable to the repayment of the Revolving Loans, (ii) all unpaid fees, costs and expenses and other amounts that Borrower is required to pay or reimburse by the Loan Documents or by law or otherwise in connection with the Loan Documents, (iii) all fees or charges that have accrued hereunder or under any other Loan Document (xincluding the Letter of Credit Fee and the Unused Line Fee) and are unpaid, (b) in the case of contingent reimbursement obligations with respect to Letters of Credit, providing Letter of Credit Collateralization, (c) in the case of Funds Transfer and Deposit Account Liability, providing Funds Transfer and Deposit Account Collateralization, (d) the receipt by Collateral Agent of cash collateral in order to secure any other contingent Obligations for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances known to any Agent or a Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including attorneys fees and legal expenses), such cash collateral to be in such amount as any Agent reasonably determines is appropriate to secure such contingent Obligations, such cash collateral not to exceed 105% of the maximum amount of exposure determined by any such Agent, (e) the payment or repayment in full in immediately available funds of all other outstanding Obligations (including the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of the other Obligations) under Hedge Agreements provided by Secured Parties) other than (i) unasserted contingent indemnification Obligations, and (ii) any Hedging Agreement shall refer Liability that, at such time, are allowed by the applicable Secured Party to the amount that would be remain outstanding without being required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof repaid or cash collateralized, and (yf) the termination of all of the Revolving Credit Default Swap shall refer to Commitments of the notional amount thereof less any collateral posted in support thereofLenders.

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, amended and restated, supplemented, renewed or otherwise modified (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or therein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein), (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement or Credit Default Swap shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereof.. 780658724.16

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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, ,” “hereof,” and “hereunder”, ,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any general intangibles and (f) references to “principal amount” sections of, or “obligations” owed rules under, the Securities Act or the Exchange Act shall be deemed to include substitute, replacement or successor sections or rules adopted by any Person under any (x) Hedging Agreement the SEC from time to time. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall refer be construed in accordance with GAAP, as in effect from time to time; provided, that, if the amount Borrower notifies the Lenders that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect the Borrower requests an amendment to any netting agreement) less provision hereof to eliminate the effect of any collateral posted change occurring after the Closing Date in support GAAP or in the application thereof on the operation of such provision (or if the Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and (y) Credit Default Swap applied immediately before such change shall refer to the notional amount thereof less any collateral posted have become effective until such notice shall have been withdrawn or such provision amended in support thereofaccordance herewith.

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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s 's successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “"herein”", “"hereof” " and “"hereunder”", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “"asset” " and “"property” " shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes To the extent that any of the Loan Documents executed in connection with the closing of the Existing Credit Agreement have not been amended or amended and restated in connection with the transactions contemplated by this Agreement, any the parties hereby acknowledge that all references contained therein to (a) the "Credit Agreement" shall be references to “principal amount” or “obligations” owed by any Person under any this Agreement, (xb) Hedging Agreement the "Administrative Agent" shall refer be references to the amount that would Administrative Agent as defined herein, (c) the "Collateral Agent" shall be required referenced to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof the Collateral Agent as defined herein and (yd) Credit Default Swap the "Loan Parties" shall refer be deemed to include all of the notional amount thereof less any collateral posted in support thereofLoan Parties.

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, amended and restated, supplemented, renewed supplemented or otherwise modified (including pursuant to any permitted refinancing, restructuring or increase (in each case, whether pursuant to one or more agreements or with different lenders or different agents), but subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, ,” “hereof” and “hereunder”, ,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (f) any reference to any Requirement of Law shall, unless otherwise specified, refer to such Requirement of Law as amended, modified or supplemented from time to time. Solely As used herein, the phrase “for purposes the term of this Agreement” and any similar phrases shall mean the period beginning on the Closing Date and ending on the Latest Maturity Date and (g) the term “manifest error” shall be deemed to include any clearly demonstrable error whether or not obvious on the face of the document containing such error. Unless otherwise specified, any all references herein to times of day shall be references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such New York City time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofdaylight or standard, as applicable).

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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes rights and (f) all references herein to the “date hereof” or the “date of this Agreement” shall be construed as referring to August 12, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer 2005, provided that all obligations of the Borrower accrued prior to the amount that would be required date hereof under the Pre-Restatement Credit Agreement but not yet paid shall continue to be paid by such Person if such Hedging obligations of the Borrower under this Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer the amounts so accrued prior to the notional amount thereof less any collateral posted in support thereofRestatement Effective Date) and shall be payable as provided herein.

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 -3- document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)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, hereof and (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement Agreement. Any reference to “execute”, “executed”, “sign”, “signed”, “signature” or any other like term hereunder shall include execution by electronic signature (including, without limitation, any .pdf file, .jpeg file, or any other electronic or image file, or any “electronic signature” as defined under the U.S. Electronic Signatures in Global and National Commerce Act (e“E-SIGN”) or the words New York Electronic Signatures and Records Act (“asset” and “property” ESRA”), which includes any electronic signature), except to the extent the Trustee or the Loan Agent requests otherwise. Any such electronic signatures shall be construed valid, effective and legally binding as if such electronic signatures were handwritten signatures and shall be deemed to have the same meaning been duly and effect and to refer to any and validly delivered for all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofhereunder.

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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s 's successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “"herein”", “"hereof” " and “"hereunder”", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “"asset” " and “"property” " shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes Except as otherwise expressly provided herein, all terms of this Agreementan accounting or financial nature shall be construed in accordance with GAAP, any references as in effect from time to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to time; provided that, if the amount Borrower notifies the Administrative Agent that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect the Borrower requests an amendment to any netting agreement) less provision hereof to eliminate the effect of any collateral posted change occurring after the date hereof in support GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and (y) Credit Default Swap applied immediately before such change shall refer to the notional amount thereof less any collateral posted have become effective until such notice shall have been withdrawn or such provision amended in support thereofaccordance herewith.

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, amended and restated, supplemented, renewed or otherwise modified (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or therein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein), (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement or Credit Default Swap shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than or Credit Default Swaps) Swap, as applicable, were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support 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 (a) any definition of or reference to any agreement, instrument or other document herein (other than the Second Amended and Restated Credit Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplementsamendments and restatements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightsrights and (f) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. Solely for For purposes of Section 9.2(b)(v), the word “Company” shall mean the Lead Borrower. The “Dutch Borrower” referred to in Section 9.2(b)(v) was never formed because the “Darwin Acquisition Closing Date” (as defined in this Agreement, any references Agreement immediately prior to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreementAmendment No. 3) less any collateral posted never occurred and cannot occur, and the conditions in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofSection 4.3 cannot be satisfied.

Terms Generally. (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto. (b) 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, amended and restated, extended, supplemented, renewed or otherwise modified modified, refinanced, renewed, replaced and/or restructured (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or thereinherein), (b) any reference herein to (1) any Person shall be construed to include such Person’s successors and assigns and (subject 2) to the Parent Borrower or any restrictions on other Credit Party shall be construed to include the Parent Borrower or such successors Credit Party as debtor and assigns set forth herein debtor-in-possession and any receiver or therein)trustee for the Parent Borrower or any other Credit Party, as the case may be, in any insolvency or liquidation proceeding, (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, Schedules and Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Schedules and Exhibits and Schedules to, this Agreement and 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, Capital Stock, securities, accounts revenues, accounts, leasehold interests and contract rights. Solely , and interests in any of the foregoing, (f) any reference to any law, statute, rule or regulation is to that law, statute, rule or regulation as now enacted or as the same may from time to time be amended, consolidated, supplemented, re-enacted or expressly replaced (including by succession of comparable laws), (g) any reference to a minimum Dollar amount (including, for purposes the avoidance of this Agreementdoubt 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, (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 X requires an action to be taken by, or imposes andan 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 1.11(b), (i) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings) and (j) all references to “principal amount” any Governmental Authority, shall include any other Governmental Authority that shall have succeeded to any or “obligations” owed all of the functions thereof. Where compliance with any provision herein or the other Loan Documents is determined by any Person under any (x) Hedging Agreement shall refer reference to the amount that would proceeds of any issuances of Capital Stock or capital contributions, such proceeds shall be required deemed to be paid by limited to such Person if such Hedging Agreement amount as was not previously (other than Credit Default Swapsand is not concurrently being) were terminated at such time (after giving effect to any netting agreement) less any collateral posted applied in support thereof and (y) Credit Default Swap shall refer to determining the notional amount thereof less any collateral posted in support thereofpermissibility 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 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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or therein)the extent not prohibited hereby, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)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 hereofof this Agreement, (d) all references herein to Articles, Sections, Exhibits and Schedules or Sections shall be construed to refer to Articles and Exhibits or Sections ofof this Agreement, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes , (f) terms defined in the UCC but not otherwise defined herein shall have the same meanings herein as are assigned thereto in the UCC, (g) reference to any law means such law as amended, modified, codified, replaced or re-enacted, in whole or in part, and in effect on the date hereof, including rules, regulations, enforcement procedures and any interpretations promulgated thereunder, and (h) references to Sections or clauses shall refer to those portions of this Agreement, and any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging a clause shall, unless otherwise identified, refer to the appropriate clause within the same Section in which such reference occurs. References to specific sections of the Term Loan Credit Agreement contained in the definitions of Term Loan Debt Cap shall refer to such sections as in effect on the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after date hereof, without giving effect to any netting agreementsubsequent amendments thereof; provided that the foregoing will not prevent (and the definitions of Term Loan Debt Cap will give effect to) less any collateral posted in support thereof and (y) Credit Default Swap shall refer amendments or modifications to the notional amount thereof less any collateral posted component defined terms and financial definitions utilized in support thereofsuch sections provided that such amendments or modifications are not entered into solely for the purpose of modifying such sections in order to increase the Term Loan Debt Cap (and no other purpose).

Terms Generally. (a) The definitions of terms herein set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. .” The word “will” shall be construed to have the same meaning and effect as the word “shall”.” The words “ordinary course of business” or “ordinary course” shall, with respect to any Person, be deemed to refer to items or actions that are consistent with practice in or norms of the industry in which such Person operates or such Person’s past practice (it being understood that the sale of accounts receivable (and related assets) pursuant to supply-chain, factoring or reverse factoring arrangements entered into by a Borrower and its Subsidiaries shall be deemed to be in the ordinary course of business so long as such accounts receivable (and related assets) are sold for cash in an amount not less than 90% of the face amount thereof (but, for the avoidance of doubt, this shall not preclude any sale for less than a price to be determined to be in the ordinary course so long as it is in the ordinary course of business)) (in each case, as determined by the Company in good faith). Unless the context requires otherwise (ai) any definition of or reference to any agreement, instrument or other document herein or in any Loan Document (including any Loan Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented, renewed supplemented or otherwise modified or extended, replaced or refinanced (subject to any restrictions or qualifications on such amendments, supplementsrestatements, renewals amendment and restatements, supplements or modifications or extensions, replacements or refinancings set forth herein or thereinherein), (bii) any reference to any Requirement of Law in any Loan Document shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, superseding or interpreting such Requirement of Law, (iii) any reference herein or in any Loan Document to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)permitted assigns, (civ) the words “herein”, ,” “hereof” and “hereunder”, ,” and words of similar import, 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 hereof, (dv) all references herein or in any Loan Document to Articles, Sections, Clauses, Paragraphs, Exhibits and Schedules shall be construed to refer to Articles Articles, Sections, Clauses and Sections Paragraphs of, and Exhibits and Schedules to, this Agreement or such Loan Document unless the context shall otherwise require, (vi) in the computation of periods of time in any Loan Document from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” mean “to but excluding” and the word “through” means “to and including”, (evii) 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 tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for rights and (viii) the fair market value of any asset or property shall be determined by the Borrowers in good faith. (b) For purposes of this Agreementdetermining compliance at any time with Sections 6.01, 6.02, 6.04, 6.05, 6.06 and 6.09(b), in the event that any references Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment or Disposition or portion thereof, as applicable, at any time meets the criteria of more than one of the categories of transactions or items permitted pursuant to any clause of such Section or any defined term referenced therein (other than any of Sections 6.01(a), 6.01(d), 6.01(i), 6.02(a), 6.02(b), 6.02(i) and 6.04(ee)) (each of the foregoing, a “principal amount” Reclassifiable Item”), the Borrowers, in their sole discretion, may, from time to time, divide or “obligations” owed by any Person classify such Reclassifiable Item (or portion thereof) under any (x) Hedging Agreement shall refer to the amount that would one or more clauses of each such Section and will only be required to be paid by include such Person Reclassifiable Item (or portion thereof) in any one category; provided that upon delivery of any financial statements pursuant to Section 5.04(a)(ii) or (b) following the initial incurrence or making of any Reclassifiable Item representing an amount incurred or made in reliance on a provision that does not require compliance with a financial ratio or test under Section 6.04, 6.06 and 6.09(b), if such Hedging Agreement Reclassifiable Item could, based on such financial statements, have been incurred or made in reliance on any “ratio-based” basket, such Reclassifiable Item may be reclassified as having been incurred or made under the applicable provisions of such “ratio-based” basket, as applicable (other than Credit Default Swaps) were terminated at such time (after giving effect in each case, subject to any netting agreement) less other applicable provision such “ratio-based” basket, as applicable). It is understood and agreed that any collateral posted Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment and/or Disposition need not be permitted solely by reference to one category of permitted Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment and/or Disposition under Sections 6.01, 6.02, 6.04, 6.05, 6.06 and 6.09(b), respectively, but may instead be permitted in support part under any combination thereof and (y) Credit Default Swap shall refer to the notional amount thereof less or under any collateral posted in support thereofother available exception.

Terms Generally. The definitions of terms herein in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” ”, and words of similar import, shall not be limiting and shall be deemed to be followed by the phrase “without limitation”. 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, amended and restated, supplemented, renewed or otherwise modified (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or therein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein), (c) the 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 hereofof this Agreement unless the context shall otherwise require. The word “or” is not exclusive. Unless the context otherwise requires, the expressions “payment in full,” “paid in full” and any other similar terms or phrases when used with respect to the Obligations, the Secured Obligations, the Guaranteed Obligations or the Obligations in respect of any Class or Facility, shall mean the termination of all the Commitments (dor all of the Commitment in respect of such Class or Facility, as the case may be), payment in full, in Cash, of all of the Obligations (or all of the Obligations in respect of such Class or Facility, as the case may be) (other than any unasserted contingent reimbursement or indemnity obligations and other than Letter of Credit Obligations that have been Cash Collateralized pursuant to the terms of this Agreement or with respect to which the applicable Issuing Bank has received a letter of credit backstopping such Letter of Credit in a manner reasonably acceptable to such Issuing Bank and the Administrative Agent), in the case of all of the Obligations, the Guaranteed Obligations, the Secured Obligations or the Obligations in respect of the Revolving Credit Facility, the cancellation or expiration of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized pursuant to the terms of this Agreement or otherwise backstopped as provided above) and in the case of all of the Obligations, the Guaranteed Obligations or the Secured Obligations, the termination of all Specified Hedging Agreements and Specified Cash Management Agreements (except to the extent otherwise agreed by the parties to such Specified Hedging Agreements and Specified Cash Management Agreements). All references herein to Articles, Sections, Appendices, Exhibits and Schedules shall be construed to refer deemed references to Articles and Sections of, and Exhibits Exhibits, Appendices and Schedules to, this Agreement unless the context shall otherwise require. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and (e) including;” the words “assetto” and “propertyuntil” each mean “to but excluding;” and the word “through” means “to and including”. Unless expressly described to the contrary, references to (a) any document, instrument or agreement (i) shall be construed include all exhibits, schedules and other attachments thereto and (ii) shall mean such document, instrument or agreement as amended, amended and restated, supplemented or otherwise modified (or reaffirmed by any reaffirmation or other agreement) from time to time and in effect at the time of determination (subject, in each case, to any restrictions on such amendments, restatements, supplements or modifications set forth herein) and (b) provisions of any statute, rule or regulation or other similar Governmental Act shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such statute, rule, regulation or Governmental Act. Any defined terms used herein or in any other Loan Document having meanings given to such terms in any other Loan Document or any other agreement shall (a) continue to have the same meaning meanings given to such terms in such other Loan Document or other agreement notwithstanding any termination of such other Loan Document or other agreement and (b) mean the defined term as in effect and to refer to any and all tangible and intangible assets and propertiesin such other Loan Document or agreement on the Closing Date unless the Administrative Agent or, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be extent required to be paid by Section 9.08, the Required Lenders or such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer percentage of Lenders as is required by Section 9.08, are parties to the notional amount thereof less any collateral posted in support thereofamendment of such other Loan Document or 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 (a) any definition of or reference to any agreement, law, instrument or other document herein shall be construed as referring to such agreement, law, instrument or other document as from time to time amended, restated, amended and restated, supplemented, renewed or otherwise modified (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or therein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein), (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereof.

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”. 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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. (b) All terms used in this Agreement which are defined in Article 8 or Article 9 of the UCC and which are not otherwise defined herein shall have the same meanings herein as set forth therein, provided that terms used herein which are defined in the UCC on the date hereof shall continue to have the same meaning notwithstanding any replacement or amendment of such statute except as the Administrative Agent may otherwise determine, and when used to define a category or categories of the Collateral which is subject to the PPSA, such terms shall include the equivalent category or categories of property set forth in the applicable PPSA. Solely Notwithstanding the foregoing, and where the context so requires, (i) any term defined in this Agreement by reference to the “Code”, the “UCC” or the “Uniform Commercial Code” shall also have any extended, alternative or analogous meaning given to such term in the applicable PPSA, in all cases for the extension, preservation or betterment of the security and rights of the Collateral, (ii) all references in this Agreement to Article 8 of the UCC shall be deemed to refer also to applicable Canadian securities transfer laws (including, without limitation, the Securities Transfer Act, 2006 (Ontario)) and (iii) all references in this Agreement to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the analogous documents used under applicable Canadian personal property security laws, including, without limitation, where applicable, financing change statements. (c) For purposes of this Agreementany Collateral located in the Province of Quebec or charged by any deed of hypothec (or any other Loan Document) and for all other purposes pursuant to which the interpretation or construction of a Loan Document may be subject to the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Quebec, any (i) “personal property” shall be deemed to include “movable property”, (ii) “real property” shall be deemed to include “immovable property”, (iii) “tangible property” shall be deemed to include “corporeal property”, (iv) “intangible property” shall be deemed to include “incorporeal property”, (v) “security interest” and “mortgage” shall be deemed to include a “hypothec”, (vi) all references to filing, registering or recording under the UCC or the PPSA or otherwise shall be deemed to include publication by registration under the Civil Code of Québec, (vii) all references to “principal amountperfection of” or “obligationsperfected” owed by any Person under any (x) Hedging Agreement Liens shall refer be deemed to the amount that would be required include a reference to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereof.the

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, amended and restated, supplemented, renewed supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, renewals supplements or modifications set forth herein or thereinherein), (b) any reference herein to any Person shall be construed to include such Person’s 's successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein)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, hereof and (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement Agreement. Any reference to "execute", "executed", "sign", "signed", "signature" or any other like term hereunder shall include execution by electronic signature (including, without limitation, any .pdf file, .jpeg file, or any other electronic or image file, or any "electronic signature" as defined under the U.S. Electronic Signatures in Global and National Commerce Act (e"E-SIGN") or the words “asset” New York Electronic Signatures and “property” Records Act ("ESRA"), which includes any electronic signature), except to the extent the Trustee or the Loan Agent requests otherwise. Any such electronic signatures shall be construed valid, effective and legally binding as if such electronic signatures were handwritten signatures and shall be deemed to have the same meaning been duly and effect and to refer to any and validly delivered for all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofhereunder.

Terms Generally. The definitions of terms herein in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” ”, and words of similar import, shall not be limiting and shall be deemed to be followed by the phrase “without limitation”. 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, amended and restated, supplemented, renewed or otherwise modified (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or therein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein), (c) the 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 hereofof this Agreement unless the context shall otherwise require. The word “or” is not exclusive. Unless the context otherwise requires, the expressions “payment in full,” “paid in full” and any other similar terms or phrases when used with respect to the Obligations, the Secured Obligations (das defined in the Security Documents), the Guaranteed Obligations (as defined in the Subsidiary Guaranty) or the Senior Obligations (as defined in any agreement subordinating the Indebtedness of a Loan Party to the Obligations), shall mean the termination of all the Commitments, payment in full, in Cash, of all of the Obligations (other than any unasserted contingent reimbursement or indemnity obligations and other than Obligations in respect of Letters of Credit that have been Cash Collateralized (in an amount not less than the Minimum Collateral Amount) pursuant to the terms of this Agreement), the cancellation or expiration of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized (in an amount not less than the Minimum Collateral Amount) pursuant to the terms of this Agreement) and the payment in full of all of the obligations under the Specified Cash Management Agreements (other than obligations under the Specified Cash Management Agreements not then due and payable and that do not become due and payable as a result of the payment in full of the other Obligations). All references herein to Articles, Sections, Appendices, Exhibits and Schedules shall be construed to refer deemed references to Articles and Sections of, and Exhibits Exhibits, Appendices and Schedules to, this Agreement unless the context shall otherwise require. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and (e) including;” the words “assetto” and “propertyuntil” each mean “to but excluding;” and the word “through” means “to and including”. Unless expressly described to the contrary, references to (a) any document, instrument or agreement (i) shall be construed include all exhibits, schedules and other attachments thereto, (ii) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, amended and restated, supplemented or otherwise modified (or reaffirmed by any reaffirmation or other agreement) from time to time and in effect at the time of determination (subject, in each case, to any restrictions on such amendments, restatements, supplements or modifications set forth herein) and (b) provisions of any statute, rule or regulation or other similar Governmental Act shall include any amended or successor provisions thereof. Upon termination of any Disbursement Agreement, any defined terms used herein or in any other Loan Document having meanings given to such terms in such Disbursement Agreement shall continue to have the same meaning and meanings given to such terms in such Disbursement Agreement as in effect and immediately prior to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightssuch termination. Solely for purposes Upon termination of this the Term Loan Agreement, any references defined terms used herein or in any other Loan Document having 50 meanings given to such terms in the Term Loan Agreement shall continue to have the meanings given to such terms in the Term Loan Agreement as in effect on the Closing Date as such terms may have been permitted to be amended pursuant to and in compliance with the Loan Documents prior to such termination. Unless otherwise specifically indicated, the term “principal amountconsolidated” or “obligations” owed by with respect to any Person under any (x) Hedging Agreement shall refer refers to the amount that would be required to be paid by such Person consolidated with its Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Hedging Agreement (other than Credit Default Swaps) Unrestricted Subsidiary were terminated at not an Affiliate of such time (after giving effect to any netting agreement) less any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereofPerson.