Common use of Interpretation, etc Clause in Contracts

Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. In 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 otherwise requires (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented and otherwise modified in accordance with the terms hereof, (ii) any references herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (iv) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law.

Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “"include” " or “"including”", when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-non limiting language (such as “"without limitation” " or “"but not limited to” " or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. In 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 otherwise requires (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented and otherwise modified in accordance with the terms hereof, (ii) any references herein to any Person shall be construed to include such Person’s 's successors and assigns, and (iii) the words “"herein”", “"hereof” " and “"hereunder”", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (iv) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law.

Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. In computation of periods of time from a specified date Unless otherwise expressly provided herein, (a) all references to a later specified datedocuments, instruments and other agreements (including the word “from” means “from Credit Documents) shall be deemed to include all subsequent amendments, restatements, amendments and including”restatements, supplements and other modifications thereto, but only to the words “to” extent that such amendments, restatements, amendments and “until” each mean “to but excluding”restatements, supplements and the word “through” means “to other modifications are not prohibited by any Credit Document and including”. Unless the context otherwise requires (ib) any definition of or reference references to any agreementlaw, instrument statute, rule or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented and otherwise modified in accordance with the terms hereof, (ii) any references herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (iv) any reference to any law regulation shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law. Unless otherwise specified, all references herein to times of day shall be references to New York City time (daylight or standard, as applicable).

Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or other document to be “substantially” in the form of an Appendix, Schedule or Exhibit hereto means that such referenced document shall be in the form of such Appendix, Schedule or Exhibit with such modifications to such form as are approved by Administrative Agent, and, in the case of any Collateral Document, Collateral Agent, in each case in such Agent’s sole discretion. The words “hereof,” “hereunder,” “hereby” and words of similar import used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The use herein of the word words “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. In computation The use herein of periods the words “continuing,” “continuance,” “existing” or any words of time from a specified date similar import or derivatives of any such words in reference to a later specified date, any Event of Default means that such Event of Default has not been expressly waived. The word “will” shall be construed as having the same meaning and effect as the word “fromshall.” means “from and including”, the The words “toassets” and “untilproperty” each mean “shall be construed as having the same meaning and effect and to but excluding”, refer to any and the word “through” means “all tangible and intangible assets and properties of any relevant Person or Persons. The terms lease and license shall be construed to include sub-lease and including”sub-license. Unless Whenever the context may require, any pronoun shall be construed to include the corresponding masculine, feminine and neuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise requires (i) expressly provided herein, references to statutes, legislative acts, laws, regulations and rules shall be deemed to refer to such statutes, acts, laws, regulations and rules as in effect from time to time, including any definition amendments of or the same and any successor statutes, acts, laws, regulations and rules, unless any such reference is expressly limited to refer to any statute, act, law, regulation or rule “as in effect on” a specified date. Except as otherwise expressly provided herein, any reference in or to this Agreement, any other Loan Document, or any other agreement, instrument or other document herein shall be construed to refer to the referenced agreement, instrument or document as referring assigned, amended, restated, supplemented or otherwise modified from time to time, in each case in accordance with the express terms of this Agreement and any other relevant Loan Document unless such reference is expressly limited to refer to such agreement, instrument or other document “as from time in effect on” a specified date. If any payment to time amended, supplemented and otherwise modified in accordance with the terms hereof, (ii) any references herein be made or action to any Person be taken by a Borrower shall fall due or shall be construed required to include be taken, as applicable, on a day that is not a Business Day, such Person’s successors and assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, payment shall be construed due or such action shall be taken, as applicable, on the next succeeding Business Day. Except as otherwise provided therein, this Section 1.3 shall apply equally to refer to this Agreement in its entirety and not to any particular provision hereofeach other Loan Document as if fully set forth therein, and (iv) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such lawmutatis mutandis.

Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Annex, Appendix, Schedule or Exhibit shall be to a Section, an Annex, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. In computation of periods of time from a specified date to a later specified dateUnless otherwise indicated, 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 otherwise requires (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented and or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The following terms have the meanings given to them in accordance with the UCC and terms used herein without definition that are defined in the UCC have the meanings given to them in the UCC (such meanings to be equally applicable to both the singular and plural forms of the terms hereof, (ii) any references herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words defined): “hereinaccount”, “hereofaccount debtor”, “certificated security”, “chattel paper”, “commercial tort claim”, “electronic chattel paper”, “equipment”, “fixture”, “general intangible”, “goods”, “instruments”, “inventory”, “investment property”, “letter-of-credit right”, “proceeds”, “record” and “hereundersupporting obligation”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (iv) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law.

Interpretation, etc. Any All references in this Mortgage to Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwise. References to any document, instrument, or agreement (a) shall include all exhibits, schedules, and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at the terms defined herein maybeginning of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. The words “this Mortgage”, “this instrument”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Mortgage as a whole and not to any particular subdivision unless expressly so limited. The phrases “this section” and “this subsection” and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. In 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 otherwise requires (i) any definition of or reference to any agreementspecified, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented and otherwise modified in accordance with the terms hereof, (ii) any references herein to any particular Person also refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed to include such Person’s successors and assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words against any party because of similar import, shall be construed to refer to its role in drafting this Agreement in its entirety and not to any particular provision hereof, and (iv) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such lawMortgage.

Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. In computation of periods of time from a specified date to a later specified date, the word The words “from” means “from and includinghereof”, the words “toherein”, “hereunder” and “until” each mean “words of similar import when used in this Agreement shall refer to but excluding”, this Agreement as a whole and the word “through” means “not to and including”any particular provision of this Agreement. Unless the context requires otherwise requires or otherwise specified in any applicable Credit Document, (ia) reference to any Person include that Person’s successors and assignees, (b) any definition of or reference to any Credit Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented and or otherwise modified in accordance with the terms hereof, (ii) any references herein subject to any Person shall be construed to include restrictions on such Person’s successors and assignsamendments, (iii) the words “herein”supplements, “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 hereofor modifications set forth herein or therein), and (ivc) any reference to any law or regulation herein shall include all statutory and regulatory provisions consolidatingrefer to such law or regulation as amended, amending, replacing, supplementing modified or interpreting such lawsupplemented from time to time.

Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “"include” " or “"including”, ," when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “"without limitation” " or “"but not limited to” " or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. In computation The words "hereof," "herein," "hereunder" and words of periods similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision 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”this Agreement. Unless the context requires otherwise requires or otherwise specified in any applicable Credit Document, (ia) reference to any Person includes that Person's successors and assignees, (b) any definition of or reference to any Credit Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented and or otherwise modified in accordance with the terms hereof, (ii) any references herein subject to any Person shall be construed to include restrictions on such Person’s successors and assignsamendments, (iii) the words “herein”supplements, “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 hereofor modifications set forth herein or therein), and (ivc) any reference to any law or regulation herein shall include all statutory and regulatory provisions consolidatingrefer to such law or regulation as amended, amending, replacing, supplementing modified or interpreting such lawsupplemented from time to time.

Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “"include” " or “"including”, ," when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “"without limitation” " or “"but not limited to” " or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. In computation The words "hereof," "herein," "hereunder" and words of periods similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision 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”this Agreement. Unless the context requires otherwise requires or otherwise specified in any applicable Credit Document, (ia) reference to any Person includes that Person's successors and assignees, (b) any definition of or reference to any Credit Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented and or otherwise modified in accordance with the terms hereof, (ii) any references herein subject to any Person shall be construed to include restrictions on such Person’s successors and assignsamendments, (iii) the words “herein”supplements, “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 hereofor modifications set forth herein or therein), and (ivc) any reference to any law or regulation herein shall include refer to such law or regulation as amended, modified or supplemented from time to time. Unless otherwise specified, all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such lawreferences herein to times of day shall be references to New York City time.

Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall be in the form of such Appendix, Schedule, or Exhibit with such modifications to such form as are approved by Requisite Purchasers, and, in the case of any Collateral Document, Collateral Agent, in each case in Collateral Agent’s sole discretion. The words “hereof”, “hereunder”, “hereby”, and words of similar import used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The use herein of the word words “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. In computation The use herein 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 excludingcontinuing”, and the word “through” means continuance”, “to and includingexisting”. Unless the context otherwise requires (i) , or any definition words of similar import or derivatives of any such words in reference to any agreementEvent of Default means that such Event of Default has not been expressly waived or, instrument or other document herein shall be construed as referring solely with respect to such agreementany Event of Default with respect to the financial covenant set forth in Section 6.8(a), instrument or other document as from time to time amended, supplemented and otherwise modified deemed cured in accordance with the terms hereof, (ii) any references herein of Section 8.2. The word “will” shall be construed as having the same meaning and effect as the word “shall”. The words “assets” 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 of any relevant Person or Persons. The terms lease and license shall be construed to include such Person’s successors sub-lease and assignssub-license. Whenever the context may require, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, any pronoun shall be construed to include the corresponding masculine, feminine, and neuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise expressly provided herein, references to statutes, legislative acts, laws, regulations, and rules shall be deemed to refer to this Agreement in its entirety and not to any particular provision hereofsuch statutes, acts, laws, regulations, and (iv) rules as in effect from time to time, including any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law.amendments of the same and

Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall be in the form of such Appendix, Schedule, or Exhibit with such modifications to such form as are approved by Administrative Agent, and, in the case of any Collateral Document, Collateral Agent, in each case in such Agent’s sole discretion. The words “hereof”, “hereunder”, “hereby”, and words of similar import used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The use herein of the word words “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. In computation The use herein 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 excludingcontinuing”, and the word “through” means continuance”, “to and includingexisting”. Unless the context otherwise requires (i) , or any definition words of similar import or derivatives of any such words in reference to any agreement, instrument or other document herein Event of Default means that such Event of Default has not been expressly waived. The word “will” shall be construed as referring having the same meaning and effect as the word “shall”. The words “assets” and “property” shall be construed as having the same meaning and effect and to such agreement, instrument or other document as from time to time amended, supplemented and otherwise modified in accordance with the terms hereof, (ii) any references herein refer to any and all tangible and intangible assets and properties of any relevant Person or Persons. The terms lease and license shall be construed to include such Person’s sub-lease and sub-license. Whenever the context may require, any pronoun shall be construed to include the corresponding masculine, feminine, and neuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise expressly provided herein, (iii) the words “herein”references to statutes, “hereof” and “hereunder”legislative acts, laws, regulations, and words rules shall be deemed to refer to such statutes, acts, laws, regulations, and rules as in effect from time to time, including any amendments of similar importthe same and any successor statutes, acts, laws, regulations, and rules, unless any such reference is expressly limited to refer to any statute, act, law, regulation, or rule “as in effect on” a specified date. Except as otherwise expressly provided herein, any reference in or to this Agreement, any other Credit Document, or any other agreement, instrument, or other document shall be construed to refer to the referenced agreement, instrument, or document as assigned, amended, restated, supplemented, or otherwise modified from time to time, in each case in accordance with the express terms of this Agreement and any other relevant Credit Document unless such reference is expressly limited to refer to such agreement, instrument, or other document “as in its entirety and not effect on” a specified date. Except as otherwise provided therein, this Section 1.3 shall apply equally to any particular provision hereofeach other Credit Document as if fully set forth therein, and (iv) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such lawmutatis mutandis.

Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall be in the form of such Appendix, Schedule, or Exhibit with such modifications to such form as are approved by Administrative Agent, and, in the case of any Collateral Document, Collateral Agent. The words “hereof”, “hereunder”, “hereby”, and words of similar import used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The use herein of the word words “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The word “will” shall be construed as having the same meaning and effect as the word “shall”. The words “assets” 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 of any relevant Person or Persons. In the computation of periods of time in any Credit Document 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 otherwise requires (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented The terms lease and otherwise modified in accordance with the terms hereof, (ii) any references herein to any Person license shall be construed to include such Person’s sub-lease and sub-license. Whenever the context may require, any pronoun shall be construed to include the corresponding masculine, feminine, and neuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise expressly provided herein, (iii) the words “herein”references to statutes, “hereof” and “hereunder”legislative acts, laws, regulations, and words rules shall be deemed to refer to such statutes, acts, laws, regulations, and rules as in effect from time to time, including any amendments of similar importthe same and any successor statutes, acts, laws, regulations, and rules, unless any such reference is expressly limited to refer to any statute, act, law, regulation, or rule “as in effect on” a specified date. Except as otherwise expressly provided herein, any reference in or to this Agreement (including any Appendix, Schedule, or Exhibit hereto), any other Credit Document, or any other agreement, instrument, or other document shall be construed to refer to the referenced agreement, instrument, or document as assigned, amended, restated, supplemented, or otherwise modified from time to time, in each case in accordance with the express terms of this Agreement and any other relevant Credit Document unless such reference is expressly limited to refer to such agreement, instrument, or other document “as in its entirety and not effect on” a specified date. Except as otherwise provided therein, this Section 1.3 shall apply equally to any particular provision hereofeach other Credit Document as if fully set forth therein, and (iv) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such lawmutatis mutandis.

Interpretation, etc. (a) Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. In computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the The words “tohereof,” “herein,” “hereunder” and “until” each mean “words of similar import when used in this Agreement shall refer to but excluding”, this Agreement as a whole and the word “through” means “not to and including”any particular provision of this Agreement. Unless the context requires otherwise requires or otherwise specified in any applicable Credit Document, (ia) reference to any Person includes that Person’s successors and assignees, (b) any definition of or reference to any Credit Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated supplemented and or otherwise modified in accordance with the terms hereof, (ii) any references herein subject to any Person shall be construed to include restrictions on such Person’s successors and assignsamendments, (iii) the words “herein”restatements, “hereof” and “hereunder”supplements, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereofor modifications set forth herein or therein), and (ivc) any reference to any law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time. Any reference to “payment in full”, “paid in full”, “repaid in full”, “prepaid in full”, “redeemed in full” or any other term or word of similar effect used in this Agreement or any other Credit Document with respect to the Loans or the Obligations shall mean all Obligations (including the Prepayment Premium) (excluding contingent claims for indemnification to the extent no claim giving rise thereto has been asserted) have been repaid in full in cash and have been fully performed and all Commitments have been permanently terminated. (b) References in this Agreement to “determination” by the Agent include good faith estimates by the Agent (in the case of quantitative determinations) and good faith beliefs by the Agent (in the case of qualitative determinations). A Default or Event of Default shall be deemed to exist at all statutory 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 in writing pursuant to this Agreement or, in the case of a Default, is cured within any period of cure expressly provided for in this Agreement; and regulatory an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by the Required Lenders or by each Lender affected thereby, or by all Lenders, as applicable. Any Lien referred to in this Agreement or any other Credit Document as having been created in favor of the Agent, any 4885-4330-5790v.25 agreement entered into by the Agent pursuant to this Agreement or any other Credit Document, any payment made by or to or funds received by the Agent pursuant to or as contemplated by this Agreement or any other Credit Document, or any act taken or omitted to be taken by the Agent, shall, unless otherwise expressly provided, be created, entered into, made or received, or taken or omitted, for the benefit or account of the Agent and the Lenders. Wherever the phrase “to the knowledge of any Credit Party” or words of similar import relating to the knowledge or the awareness of any Credit Party are used in this Agreement or any other Credit Document, such phrase shall mean and refer to the actual knowledge of an Authorized Officer of any Credit Party in the good faith and diligent performance of such officer’s duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of such Credit Party and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates. (c) The phrases “permitted by” and “not prohibited by” or words of similar import shall be construed to have the same meaning and effect. (d) The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions consolidatingof this Agreement. (e) If a due date for any payment, amendingor for the delivery of any report, replacingcertificate, supplementing notice or interpreting such lawother deliverable, falls on a day that is not a Business Day, then the due date will be automatically extended to the immediately following Business Day.

Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall be in the form of such Appendix, Schedule, or Exhibit with such modifications to such form as are approved by Administrative Agent, and, in the case of any Collateral Document, Collateral Agent, in each case in such Agent’s sole discretion. The words “hereof”, “hereunder”, “hereby”, and words of similar import used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The use herein of the word words “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. In computation The use herein 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 excludingcontinuing”, and the word “through” means continuance”, “to and includingexisting”. Unless the context otherwise requires (i) , or any definition words of similar import or derivatives of any such words in reference to any agreement, instrument or other document herein Event of Default means that such Event of Default has not been expressly waived. The word “will” shall be construed as referring having the same meaning and effect as the word “shall”. The words “assets” and “property” shall be construed as having the same meaning and effect and to such agreement, instrument or other document as from time to time amended, supplemented and otherwise modified in accordance with the terms hereof, (ii) any references herein refer to any and all tangible and intangible assets and properties of any relevant Person or Persons. The terms lease and license shall be construed to include such Person’s sub-lease and sub-license. Whenever the context may require, any pronoun shall be construed to include the corresponding masculine, feminine, and neuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise expressly provided herein, (iii) the words “herein”references to statutes, “hereof” and “hereunder”legislative acts, laws, regulations, and words rules shall be deemed to refer to such statutes, acts, laws, regulations, and rules as in effect from time to time, including any amendments of similar importthe same and any successor statutes, acts, laws, regulations, and rules, unless any such reference is expressly limited to refer to any statute, act, law, regulation, or rule “as in effect on” a specified date. Except as otherwise expressly provided herein, any reference in or to this Agreement (including any Appendix, Schedule, or Exhibit hereto), any other Credit Document, or any other agreement, instrument, or other document shall be construed to refer to the referenced agreement, instrument, or document as assigned, amended, restated, supplemented, or otherwise modified from time to time, in each case in accordance with the express terms of this Agreement and any other relevant Credit Document unless such reference is expressly limited to refer to such agreement, instrument, or other document “as in its entirety and effect on” a specified date. Unless otherwise expressly stated, if a Person may not take an action under this Agreement, then it may not take that action indirectly, or take any action assisting or supporting any other Person in taking that action directly or indirectly. “Taking an action indirectly” means taking an action that is not expressly prohibited for the Person but is intended to any particular provision hereofhave substantially the same effects as the prohibited action. Except as otherwise provided therein, and (iv) any reference this Section 1.3 shall apply equally to any law shall include all statutory and regulatory provisions consolidatingeach other Credit Document as if fully set forth therein, amending, replacing, supplementing or interpreting such lawmutatis mutandis.

Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall be in the form of such Appendix, Schedule, or Exhibit with such modifications to such form as are approved by Administrative Agent, and, in the case of any Collateral Document, Collateral Agent, in each case in such Agent’s sole discretion. The words “hereof”, “hereunder”, “hereby”, and words of similar import used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The use herein of the word words “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. In computation The use herein 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 excludingcontinuing”, and the word “through” means continuance”, “to and includingexisting”. Unless the context otherwise requires (i) , or any definition words of similar import or derivatives of any such words in reference to any agreement, instrument or other document herein Event of Default means that such Event of Default has not been expressly waived in accordance with Section 10.5. The word “will” shall be construed as referring having the same meaning and effect as the word “shall”. The words “assets” and “property” shall be construed as having the same meaning and effect and to such agreement, instrument or other document as from time to time amended, supplemented and otherwise modified in accordance with the terms hereof, (ii) any references herein refer to any and all tangible and intangible assets and properties of any relevant Person or Persons. The terms lease and license shall be construed to include such Person’s sub-lease and sub-license. Whenever the context may require, any pronoun shall be construed to include the corresponding masculine, feminine, and neuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise expressly provided herein, (iii) the words “herein”references to statutes, “hereof” and “hereunder”legislative acts, laws, regulations, and words rules shall be deemed to refer to such statutes, acts, laws, regulations, and rules as in effect from time to time, including any amendments of similar importthe same and any successor statutes, acts, laws, regulations, and rules, unless any such reference is expressly limited to refer to any statute, act, law, regulation, or rule “as in effect on” a specified date. Except as otherwise expressly provided herein, any reference in or to this Agreement (including any Appendix, Schedule, or Exhibit hereto), any other Credit Document, or any other agreement, instrument, or other document shall be construed to refer to the referenced agreement, instrument, or document as assigned, amended, restated, supplemented, or otherwise modified from time to time, in each case in accordance with the express terms of this Agreement and any other relevant Credit Document unless such reference is expressly limited to refer to such agreement, instrument, or other document “as in its entirety and effect on” a specified date. Unless otherwise expressly stated, if a Person may not take an action under this Agreement, then it may not take that action indirectly, or take any action assisting or supporting any other Person in taking that action directly or indirectly. “Taking an action indirectly” means taking an action that is not expressly prohibited for the Person but is intended to any particular provision hereofhave substantially the same effects as the prohibited action. Except as otherwise provided therein, and (iv) any reference this Section 1.3 shall apply equally to any law shall include all statutory and regulatory provisions consolidatingeach other Credit Document as if fully set forth therein, amending, replacing, supplementing or interpreting such lawmutatis mutandis.

Interpretation, etc. (a) Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof of this Agreement unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. In computation of periods of time from a specified date to a later specified dateThe terms lease and license shall include sub-lease and sub-license, 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”as applicable. Unless the context requires otherwise requires (ia) any definition of or reference to any Credit Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented and or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in accordance with the terms hereofany other document), (iib) any references reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iiic) the words “herein”, ,” “hereof” and “hereunder”, ,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (ivd) any reference to any law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time and (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. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). This Agreement and the other Credit Documents will be construed without regard to the identity of the party who drafted it and as though the parties participated equally in drafting it. Consequently, each of the parties acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party will not be applicable either to this Agreement or the other Credit Documents. (b) All references to the principal amount of the Loans or the Commitments hereunder shall be deemed to include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such lawaccrued interest that has been capitalized pursuant to Section 2.8.

Interpretation, etc. (a) Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. . (b) References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. . (c) The use herein of the word “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. In computation If any obligation of periods payment or performance required under the Credit Documents falls on a day which is not a Business Day, then (except as set forth in the definition of time from a specified Interest Period) the due date will be extended to a later specified date, the immediately following Business Day. (d) The word “will” shall be construed to have the same meaning and effect as the word “from” means “from and includingshall”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. . (e) Unless the context requires otherwise requires (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as it was originally executed and delivered or as it may from time to time be amended, amended and restated, supplemented and or otherwise modified in accordance with the terms hereof(subject to any restrictions on such amendments, amendments and restatements, supplements or modifications set forth herein), (ii) any references reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) 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 (iv) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (v) the words “asset” and “property” shall include be construed to have the same meaning and effect and to refer to any and all statutory tangible and regulatory provisions consolidatingintangible assets and properties, amendingincluding cash, replacingsecurities, supplementing or interpreting such lawaccounts and contract rights.

Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “"include” " or “"including”", when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-no limiting language (such as “"without limitation” " or “"but not limited to” " or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. 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 requires (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented and or otherwise modified in accordance with the terms hereof(subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any references herein to any Person shall be construed to include such Person’s 's successors and assigns, and (iii) the words “"herein”", “"hereof” " and “"hereunder”", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (iv) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law.

Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. In computation of periods of time from a specified date References to a later specified date, the word “fromLead Arranger,” means any “from and including”, Agent,” the words “toCollateral Agent,” and any “untilCredit Party,” each mean any “to but excluding”, and the word Lender,” any “throughobligor,” means any “to and including”. Unless the context otherwise requires (i) Party” or any definition of or reference to any agreement, instrument or other document herein persons shall be construed so as referring to such agreementinclude successors in title, permitted assigns and permitted transferees. References to “assets” includes present and future properties, revenues and rights of every description. References to a “Credit Document” or any other agreement or instrument is a reference to that Credit Document or other document agreement or instrument as from time to time amended, supplemented and otherwise modified novated, supplemented, extended or restated, strictly in accordance with the terms hereofthereof. This Agreement restates and replaces, (ii) any references herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereofentirety, and (iv) the Existing First Lien Credit Agreement; any reference in any of the other Credit Documents to any law the Existing First Lien Credit Agreement (however defined) shall mean this Agreement. The terms lease and license shall include all statutory sub-lease and regulatory provisions consolidatingsub-license, amending, replacing, supplementing or interpreting such lawas applicable.

Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof of this Agreement unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. In computation of periods of time from a specified date to a later specified dateThe terms lease and license shall include sub-lease and sub-license, 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”as applicable. Unless the context requires otherwise requires (ia) any definition of or reference to any Credit Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented and or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in accordance with the terms hereofany other document), (iib) any references reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iiic) the words “herein”, ,” “hereof” and “hereunder”, ,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (ivd) any reference to any law or regulation herein shall include refer to such law or regulation as amended, modified or supplemented from time to time and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all statutory tangible and regulatory provisions consolidatingintangible assets and properties, amendingincluding cash, replacingsecurities, supplementing accounts and contract rights. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or interpreting such lawstandard, as applicable). This Agreement and the other Credit Documents will be construed without regard to the identity of the party who drafted it and as though the parties participated equally in drafting it. Consequently, each of the parties acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party will not be applicable either to this Agreement or the other Credit Documents.

Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. . (a) References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. . (b) The use herein of the word “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. In computation of periods of time from a specified date . (c) The word “will” shall be construed to a later specified date, have the same meaning and effect as the word “from” means “from and includingshall”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. . (d) Unless the context requires otherwise requires (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as it was originally executed or as it may from time to time be amended, restated, supplemented and or otherwise modified in accordance with the terms hereof(subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any references reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “hereof”, “herein”, “hereof” 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 (iv) all references herein to Articles, Sections, Exhibits, and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (v) any reference to any Law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (vi) the words “asset” and “property” shall be construed 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. Any reference to “payment in full”, “paid in full”, “repaid in full”, “prepaid in full”, “redeemed in full” or any other term or word of similar effect used in this Agreement or any other Transaction Document with respect to the Notes or the Obligations shall mean all Obligations (excluding contingent claims for indemnification to the extent no claim giving rise thereto has been asserted) have been indefeasibly repaid in full in cash and have been fully performed and the Note Documents have been terminated. (e) The word “disposition” or “dispose” or similar variations thereof shall include all statutory any sale, lease or sub-lease (as lessor or sublessor), sale and regulatory leaseback, assignment, conveyance, transfer (including any effective transfer of assets via division), license or other disposition to, or any exchange of property with, any Person. (f) The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions consolidatingof this Agreement. (g) In the event there is a conflict or inconsistency between this Agreement and any other Note Document, amendingthe terms of this Agreement shall control; provided that any provision of a Collateral Document which imposes additional burdens on a Note Party or any of its Subsidiaries or further restricts the rights of a Note Party or any of its Subsidiaries or gives any of the Agents or the Purchasers additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect. (h) Except for purposes of financial statements delivered by the Issuer hereunder or except as otherwise provided herein, replacing, supplementing or interpreting the applicable amount of any currency (other than Dollars) for purposes of the Note Documents shall be such lawDollar Equivalent amount as so determined by the Administrative Agent.

Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Appendix, Schedule or Exhibit shall be to an Article or a SectionSection of, an Appendix, or a Schedule or an ExhibitExhibit to, as the case may bethis Agreement, hereof unless otherwise specifically provided. The use herein of the word words “include”, “includes” or and “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer be followed by the phrase “without limitation”. The word “will” shall be construed to all other items or matters that fall within have the broadest possible scope of such general statement, term or matter. In computation of periods of time from a specified date to a later specified date, same meaning and effect as the word “from” means “from and includingshall”, the . The words “toasset” and “untilproperty” each mean shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to but excluding”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 the word “through” means “to all judgments, orders, writs and including”decrees, of all Governmental Authorities. Unless the context otherwise requires otherwise, (ia) any definition of or reference to any agreement, instrument instrument, plan, Contractual Obligation or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument instrument, plan, Contractual Obligation or other document as from time to time amended, supplemented and or otherwise modified in accordance with the terms hereof(subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (iib) any references definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, restated, 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 assignsassigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (iiid) 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. Unless otherwise indicated, and (iv) any reference to a US Dollar amount in Section 5, Section 6 or Section 7.1 of this Agreement (or in any law definition of a term used in any such Section) shall include be deemed to be a reference to that US Dollar amount or the equivalent thereof in one or more other currencies, and for purposes of any determination under Section 5, Section 6 or Section 7.1 or any determination under any other provision of this Agreement expressly requiring the use of a current exchange rate, all statutory and regulatory provisions consolidatingamounts incurred, amendingoutstanding or proposed to be incurred or outstanding in currencies other than US Dollars shall be translated into US Dollars at currency exchange rates in effect on the date of such determination. Whenever the phrase “to the knowledge of the Company” or words of similar import are used in this Agreement, replacingit means actual knowledge of any Responsible Officer of the Company. Whenever the phrase “the date hereof” or “the date of this Agreement” is used in this Agreement, supplementing or interpreting such lawit shall mean the date of the Original Credit Agreement.

Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or other document to be “substantially” in the form of an Appendix, Schedule or Exhibit hereto means that such referenced document shall be in the form of such Appendix, Schedule or Exhibit with such modifications to such form as are approved by Administrative Agent, and, in the case of any Collateral Document, Collateral Agent, in each case in such Agent’s sole discretion. The words “hereof,” “hereunder,” “hereby” and words of similar import used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The use herein of the word words “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. In computation The use herein of periods the words “continuing,” “continuance,” “existing” or any words of time from a specified date similar import or derivatives of any such words in reference to a later specified date, any Event of Default means that such Event of Default has not been expressly waived. The word “will” shall be construed as having the same meaning and effect as the word “fromshall.” means “from and including”, the The words “toassets” and “untilproperty” each mean “shall be construed as having the same meaning and effect and to but excluding”, refer to any and the word “through” means “all tangible and intangible assets and properties of any relevant Person or Persons. The terms lease and license shall be construed to include sub-lease and including”sub-license. Unless Whenever the context may require, any pronoun shall be construed to include the corresponding masculine, feminine and neuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise requires (i) expressly provided herein, references to statutes, legislative acts, laws, regulations and rules shall be deemed to refer to such statutes, acts, laws, regulations and rules as in effect from time to time, including any definition amendments of or the same and any successor statutes, acts, laws, regulations and rules, unless any such reference is expressly limited to refer to any statute, act, law, regulation or rule “as in effect on” a specified date. Except as otherwise expressly provided herein, any reference in or to this Agreement, any other Loan Document, or any other agreement, instrument or other document herein shall be construed to refer to the referenced agreement, instrument or document as referring assigned, amended, restated, supplemented or otherwise modified from time to time, in each case in accordance with the express terms of this Agreement and any other relevant Loan Document unless such reference is expressly limited to refer to such agreement, instrument or other document “as from time in effect on” a specified date. If any payment to time amended, supplemented and otherwise modified in accordance with the terms hereof, (ii) any references herein be made or action to any Person be taken by a Borrower shall fall due or shall be construed required to include be taken, as applicable, on a day that is not a Business Day, such Person’s successors and assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, payment shall be construed due or such action shall be taken, as applicable, on the next succeeding Business Day. Except as otherwise provided therein, this Section ‎1.3 shall apply equally to refer to this Agreement in its entirety and not to any particular provision hereofeach other Loan Document as if fully set forth therein, and (iv) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such lawmutatis mutandis.

Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. In computation of periods of time from a specified date The word “will” shall be construed to a later specified date, have the same meaning and effect as the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and includingshall”. Unless the context requires otherwise requires (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as it was originally executed or as it may from time to time be amended, restated, supplemented and or otherwise modified in accordance with the terms hereof(subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any references reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) 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 (iv) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (v) the words “asset” and “property” shall include be construed to have the same meaning and effect and to refer to any and all statutory tangible and regulatory provisions consolidatingintangible assets and properties, amendingincluding cash, replacingsecurities, supplementing accounts and contract rights. In determining whether any individual event, act, condition or interpreting occurrence of the foregoing types could reasonably be expected to result in a Material Adverse Effect, notwithstanding that a particular event, act, condition or occurrence does not itself have such laweffect, a Material Adverse Effect shall be deemed to have occurred if the cumulative effect of such event, act, condition or occurrence and all other such events, acts, conditions or occurrences of the foregoing types which have occurred could reasonably be expected to result in a Material Adverse Effect.

Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-non limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. In 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 otherwise requires (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented and otherwise modified in accordance with the terms hereof, (ii) any references herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (iv) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law.

Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall be in the form of such Appendix, Schedule, or Exhibit with such modifications to such form as are approved by Administrative Agent, and, in the case of any Collateral Document, Collateral Agent, in each case in such Agent’s sole discretion. The words “hereof”, “hereunder”, “hereby”, and words of similar import used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The use herein of the word words “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. In computation The use herein 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 excludingcontinuing”, and the word “through” means continuance”, “to and includingexisting”. Unless the context otherwise requires (i) , or any definition words of similar import or derivatives of any such words in reference to any agreement, instrument or other document herein Event of Default means that such Event of Default has not been expressly waived. The word “will” shall be construed as referring having the same meaning and effect as the word “shall”. The words “assets” and “property” shall be construed as having the same meaning and effect and to such agreement, instrument or other document as from time to time amended, supplemented and otherwise modified in accordance with the terms hereof, (ii) any references herein refer to any and all tangible and intangible assets and properties of any relevant Person or Persons. The terms lease and license shall be construed to include such Person’s successors sub-lease and assignssub-license. Whenever the context may require, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, any pronoun shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (iv) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law.WEIL:\96958663\10\71605.0155

Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Annex, Appendix, Schedule or Exhibit shall be to a Section, an Annex, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. In computation of periods of time from a specified date to a later specified dateUnless otherwise indicated, 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 otherwise requires (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented and or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The following terms have the meanings given to them in accordance with the UCC and terms used herein without definition that are defined in the UCC have the meanings given to them in the UCC (such meanings to be equally applicable to both the singular and plural forms of the terms hereof, (ii) any references herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words defined): “hereinaccount”, “hereofaccount debtor”, “certificated security”, “chattel paper”, “commercial tort claim”, “electronic chattel paper”, “equipment”, “fixture”, “general intangible”, “goods”, “instruments”, “inventory”, “investment property”, “letter-of-credit right”, “proceeds”, “record” and “hereundersupporting obligation”, and words of similar import, shall be construed . The term “insider” as used herein has the meaning given to refer to this Agreement such term in its entirety and not to any particular provision hereof, and (iv) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such lawthe Bankruptcy Code.

Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. In computation of periods of time from a specified date Unless otherwise indicated, references to a later specified datecontracts or agreements shall mean such contracts or agreements as amended, the word “from” means “from and including”restated, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. Unless the context supplemented or otherwise requires (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as modified from time to time amendedtime. For purposes of determining whether any Investment by Borrower or any of its Restricted Subsidiaries in any Unrestricted Subsidiary is on fair and reasonable terms no less favorable to Borrower or such Restricted Subsidiary that it would obtain in an arms-length transaction with a Person that is not an Affiliate, supplemented and otherwise modified such determination shall take into account the value derived by Borrower or such Restricted Subsidiary from the increase in accordance with the terms hereof, (ii) any references herein to any Person shall be construed to include value of the equity interests Borrower or such Person’s successors and assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words Restricted Subsidiary holds in such Unrestricted Subsidiary as a result of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (iv) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such lawInvestment.

Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall be in the form of such Appendix, Schedule, or Exhibit with such modifications to such form as are approved by Requisite Purchasers, and, in the case of any Collateral Document, Collateral Agent, in each case in Collateral Agent’s sole discretion. The words “hereof”, “hereunder”, “hereby”, and words of similar import used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The use herein of the word words “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. In computation The use herein 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 excludingcontinuing”, and the word “through” means continuance”, “to and includingexisting”. Unless the context otherwise requires (i) , or any definition words of similar import or derivatives of any such words in reference to any agreement, instrument or other document herein Event of Default means that such Event of Default has not been expressly waived. The word “will” shall be construed as referring having the same meaning and effect as the word “shall”. The words “assets” and “property” shall be construed as having the same meaning and effect and to such agreement, instrument or other document as from time to time amended, supplemented and otherwise modified in accordance with the terms hereof, (ii) any references herein refer to any and all tangible and intangible assets and properties of any relevant Person or Persons. The terms lease and license shall be construed to include such Person’s sub-lease and sub-license. Whenever the context may require, any pronoun shall be construed to include the corresponding masculine, feminine, and neuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise expressly provided herein, (iii) the words “herein”references to statutes, “hereof” and “hereunder”legislative acts, laws, regulations, and words rules shall be deemed to refer to such statutes, acts, laws, regulations, and rules as in effect from time to time, including any amendments of similar importthe same and any successor statutes, acts, laws, regulations, and rules, unless any such reference is expressly limited to refer to any statute, act, law, regulation, or rule “as in effect on” a specified date. Except as otherwise expressly provided herein, any reference in or to this Agreement (including any Appendix, Schedule, or Exhibit hereto), any other Note Document, or any other agreement, instrument, or other document shall be construed to refer to the referenced agreement, instrument, or document as assigned, amended, restated, supplemented, or otherwise modified from time to time, in each case in accordance with the express terms of this Agreement and any other relevant Note Document unless such reference is expressly limited to refer to such agreement, instrument, or other document “as in its entirety and effect on” a specified date. Unless otherwise expressly stated, if a Person may not take an action under this Agreement, then it may not take that action indirectly, or take any action assisting or supporting any other Person in taking that action directly or indirectly. “Taking an action indirectly” means taking an action that is not expressly prohibited for the Person but is intended to any particular provision hereofhave substantially the same effects as the prohibited action. Except as otherwise provided therein, and (iv) any reference this Section 1.3 shall apply equally to any law shall include all statutory and regulatory provisions consolidatingeach other Note Document as if fully set forth therein, amending, replacing, supplementing or interpreting such lawmutatis mutandis.

Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall be in the form of such Appendix, Schedule, or Exhibit with such modifications to such form as are approved by Administrative Agent (without any requirement for Lender consent), and, in the case of any Collateral Document, Administrative Agent, in each case in such Agent’s sole discretion (without any requirement for Lender consent). The words “hereof,” “hereunder,” “hereby,” and words of similar import used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The use herein of the word words “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. In computation The use herein of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “tocontinuing,” and “untilcontinuance,” each mean “to but excluding”, and the word “throughexisting,” means “to and including”. Unless the context otherwise requires (i) or any definition words of similar import or derivatives of any such words in reference to any agreement, instrument Event of Default means that such Event of Default has not been expressly waived or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented and otherwise modified cured in accordance with the terms hereof, hereof (ii) any references herein to the extent it is capable of being cured). The word “will” shall be construed as having the same meaning and effect as the word “shall.” The words “assets” 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 of any relevant Person or Persons. The terms lease and license shall be construed to include such Person’s sub-lease and sub-license, respectively. Whenever the context may require, any pronoun shall be construed to include the corresponding masculine, feminine, and neuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise expressly provided herein, (iii) the words “herein”references to statutes, “hereof” and “hereunder”legislative acts, laws, regulations, and words rules shall be deemed to refer to such statutes, acts, laws, regulations, and rules as in effect from time to time, including any amendments of similar importthe same and any successor statutes, acts, laws, regulations, and rules, unless any such reference is expressly‌ limited to refer to any statute, act, law, regulation, or rule “as in effect on” a specified date. Except as otherwise expressly provided herein, any reference in or to this Agreement, any other Credit Document, or any other agreement, instrument, or other document shall be construed to refer to the referenced agreement, instrument, or document as assigned, amended, restated, supplemented, or otherwise modified from time to time, in each case in accordance with the express terms of this Agreement and any other relevant Credit Document unless such reference is expressly limited to refer to such agreement, instrument, or other document “as in its entirety and not effect on” a specified date. Except as otherwise provided therein, this Section 1.3 shall apply equally to any particular provision hereofeach other Credit Document as if fully set forth therein, and (iv) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such lawmutatis mutandis.

Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall be in the form of such Appendix, Schedule, or Exhibit with such modifications to such form as are approved by Administrative Agent, and, in the case of any Collateral Document, Collateral Agent, in each case in such Agent’s sole discretion. The words “hereof”, “hereunder”, “hereby”, and words of similar import used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The use herein of the word words “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. In computation The use herein 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 excludingcontinuing”, and the word “through” means continuance”, “to and includingexisting”. Unless the context otherwise requires (i) , or any definition words of similar import or derivatives of any such words in reference to any agreement, instrument or other document herein Event of Default means that such Event of Default has not been expressly waived. The word “will” shall be construed as referring having the same meaning and effect as the word “shall”. The words “assets” and “property” shall be construed as having the same meaning and effect and to such agreement, instrument or other document as from time to time amended, supplemented and otherwise modified in accordance with the terms hereof, (ii) any references herein refer to any and all tangible and intangible assets and properties of any relevant Person or Persons. The terms lease and license shall be construed to include such Person’s successors sub-lease and assignssub-license. Whenever the context may require, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, any pronoun shall be construed to include the corresponding masculine, feminine, and neuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise expressly provided herein, references to statutes, legislative acts, laws, regulations, and rules shall be deemed to refer to this Agreement in its entirety and not to any particular provision hereofsuch statutes, acts, laws, regulations, and (iv) rules as in effect from time to time, including any amendments of the same and any successor statutes, acts, laws, regulations, and rules, unless any such reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law.is expressly WEIL:\96958663\10\71605.0155

Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, ,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. In computation of periods of time from a specified date to a later specified date, the word The words “from” means “from and includinghereof”, the words “toherein”, “hereunder” and “until” each mean “words of similar import when used in this Agreement shall refer to but excluding”, this Agreement as a whole and the word “through” means “not to and including”any particular provision of this Agreement. Unless the context requires otherwise requires or otherwise specified in any applicable Credit Document, (ia) reference to any Person include that Person's successors and assignees, (b) any definition of or reference to any Credit Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented and or otherwise modified in accordance with the terms hereof, (ii) any references herein subject to any Person shall be construed to include restrictions on such Person’s successors and assignsamendments, (iii) the words “herein”supplements, “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 hereofor modifications set forth herein or therein), and (ivc) any reference to any law or regulation herein shall include all statutory and regulatory provisions consolidatingrefer to such law or regulation as amended, amending, replacing, supplementing modified or interpreting such lawsupplemented from time to time.