Common use of Certain Matters of Construction Clause in Contracts

Certain Matters of Construction. For purposes of this Agreement, except as specified otherwise, the words “hereof”, “herein”, “hereunder” and words of similar import will refer to this Agreement as a whole and not to any particular Section or provision of this Agreement, and reference to a particular Section of this Agreement will include all subsections thereof. The word “party” will refer to Buyer, Seller and the Company. The word “including” means including without limitation. The word “will” has the same meaning as the word “shall.” The word “or” shall not be exclusive. Definitions will be equally applicable to both the singular and plural forms of the terms defined, and references to the masculine, feminine or neuter gender will include each other gender. All references in this Agreement to any Section, Exhibit or Schedule will, unless otherwise specified, be deemed to be a reference to a Section, Exhibit or Schedule of or to this Agreement, in each case as such may be amended in accordance herewith, all of which are made a part of this Agreement. Unless otherwise provided, references to a particular statute or regulation include all rules and regulations thereunder and any predecessor or successor statute, rules or regulation, in each case as amended or otherwise modified from time to time. References herein to any Contract (including this Agreement) means such Contract as amended, supplemented or modified from time to time in accordance with the terms thereof; provided, that, any requirement to disclose and/or make available to Buyer any Contract shall not be considered satisfied unless each amendment, supplement or modification to such Contract has been so disclosed and/or made available to Buyer. The terms “Dollars” and “$” mean United States Dollars. The phrases “made available,” “delivered to,” “provided to” or similar phrases, when used in reference to any document made available to Buyer, shall mean only the documents uploaded in the Electronic Data Room or delivered to Buyer or its Representatives by email at least one (1) day prior to the date hereof.

Certain Matters of Construction. For purposes (a) The Parties 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 and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. (b) Section and subsection headings are not to be considered part of this Agreement, except are included solely for convenience, are not intended to be full or accurate descriptions of the content of the Sections or subsections of this Agreement and shall not affect the construction hereof. (c) Except as otherwise explicitly specified otherwiseto the contrary herein, (i) the words “hereof”, ,” “herein”, ,” “hereunder” and words of similar import will shall refer to this Agreement as a whole and not to any particular Section or provision subsection of this Agreement, Agreement and reference to a particular Section of this Agreement will shall include all subsections thereof. The word “party” will refer , (ii) references to Buyera Section, Seller and the Company. The word “including” Exhibit, Annex or Schedule means including without limitation. The word “will” has the same meaning as the word “shall.” The word “or” a Section of, or Exhibit, Annex or Schedule to this Agreement, unless another agreement is specified, (iii) definitions shall not be exclusive. Definitions will be equally applicable to both the singular and plural forms of the terms defined, and references to the masculine, feminine or neuter gender will shall include each other gender. All references in this Agreement to , (iv) the word “including” means including without limitation, (v) any Section, Exhibit or Schedule will, unless otherwise specified, be deemed to be a reference to a Section, Exhibit “$” or Schedule of or to this Agreement, in each case as such may be amended in accordance herewith, all of which are made a part of this Agreement. Unless otherwise provided, “dollars” means United States dollars and (vi) references to a particular statute or regulation include all rules and regulations thereunder and any predecessor or successor statute, rules rule or regulation, in each case as amended or otherwise modified from time to time. References herein to any Contract (including this Agreement) means such Contract as amended, supplemented or modified from time to time in accordance with the terms thereof; provided, that, any requirement to disclose and/or make available to Buyer any Contract shall not be considered satisfied unless each amendment, supplement or modification to such Contract has been so disclosed and/or made available to Buyer. The terms “Dollars” and “$” mean United States Dollars. The phrases “made available,” “delivered to,” “provided to” or similar phrases, when used in reference to any document made available to Buyer, shall mean only the documents uploaded in the Electronic Data Room or delivered to Buyer or its Representatives by email at least one (1) day prior to the date hereof.

Certain Matters of Construction. For purposes 22.1 The parties hereto have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed as if drafted jointly by the parties hereto, except as specified otherwise, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. 22.2 The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. 22.3 The words “hereof”, ,” “herein”, ,” “hereunder” and words of similar import will shall refer to this Agreement as a whole and not to any particular Section or provision of this Agreement. Section, clause, schedule and exhibit references contained in this Agreement are references to sections, clauses, schedules and exhibits in or to this Agreement, unless otherwise specified, and reference to a particular Section of this Agreement will shall include all subsections thereof. The word “party” will refer to Buyer. 22.4 Whenever required or permitted by the context, Seller any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the Company. singular form of nouns, pronouns and verbs shall include the plural and vice versa. 22.5 The word use of the words “include,” “includes” or “including” means including in this Agreement shall be by way of example rather than by limitation and shall be deemed to be followed by the words “without limitation.” The use of the words “or,” “either” and “any” shall not be exclusive. 22.6 Whenever in this Agreement a party hereto is permitted or required to take any action or to make a decision or determination, such Person shall be entitled to take (or omit to take) such action or make such decision or determination in such Person’s sole discretion, unless another standard is expressly set forth herein. Whenever in this Agreement a Person is permitted or required to take by any valid means any action or to make a decision or determination in its “sole discretion” or “discretion,” with “complete discretion” or under a grant of similar authority or latitude, such Person shall be entitled to consider solely its own interests (and not the interests of any other Person) or, at its election, any such other interests and factors as such Person desires (including the interests of such Stockholder’s Affiliates, employers, partners and their respective Affiliates), or any combination thereof. 22.7 The word “will” has will be construed to have the same meaning and effect as the word “shall”. The words “shall,” “will,” or “agree(s)” are mandatory, and “may” is permissive.” 22.8 The word “orextent” shall in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase will not be exclusive. Definitions mean simply “if”. 22.9 All references to a day or days will be equally applicable deemed to both the singular and plural forms of the terms definedrefer to a calendar day or calendar days, and references to the masculine, feminine or neuter gender will include each other gender. All references in this Agreement to any Section, Exhibit or Schedule willas applicable, unless otherwise specified, be deemed to be a reference to a Section, Exhibit or Schedule of or to this Agreement, in each case as such may be amended in accordance herewith, all of which are made a part of this Agreement. Unless otherwise specifically provided, references to a particular statute or regulation include all rules and regulations thereunder and any predecessor or successor statute, rules or regulation, in each case as amended or otherwise modified from time to time. References herein to any Contract (including this Agreement) means such Contract as amended, supplemented or modified from time to time in accordance with the terms thereof; provided, that, any requirement to disclose and/or make available to Buyer any Contract shall not be considered satisfied unless each amendment, supplement or modification to such Contract has been so disclosed and/or made available to Buyer. The terms “Dollars” and “$” mean United States Dollars. The phrases “made available,” “delivered to,” “provided to” or similar phrases, when used in reference to any document made available to Buyer, shall mean only the documents uploaded in the Electronic Data Room or delivered to Buyer or its Representatives by email at least one (1) day prior to the date hereof.

Certain Matters of Construction. For purposes of this AgreementUnless the context otherwise requires, except as specified otherwise, (a) the words “hereof”, terms “herein”, “hereof” and “hereunder” and other words of similar import will refer to this Agreement as a whole and not to any particular Section section, paragraph or provision subdivision; (b) terms used herein in the singular also include the plural and vice versa; (c) all references to statutes and related regulations shall include any amendments of this Agreementsame and any successor statutes and regulations; (d) all references to any instruments or agreements to which Agent or any Lender is a party, including, without limitation, references to any of the Other Documents, shall include any and reference all modifications or amendments thereto and any and all extensions or renewals thereof; (e) references herein or in any Other Document to any actions being taken (or omitted to be taken) by any Lender Party after a particular Section Default shall be presumed to mean, unless otherwise expressly provided, while such Default or Event of this Agreement will Default is continuing; (f) any pronoun shall include all subsections thereof. The word the corresponding masculine, feminine and neuter forms; (g) the words “partyinclude,” will refer to Buyer, Seller “includes” and the Company. The word “including” means including shall be deemed to be followed by the phrase “without limitation. The ”; (h) the word “will” has shall be construed to have the same meaning and effect as the word “shall.” The word “or” shall not be exclusive. Definitions will be equally applicable to both the singular and plural forms ”; (i) any definition of the terms defined, and references to the masculine, feminine or neuter gender will include each other gender. All references in this Agreement reference to any Sectionagreement, Exhibit instrument or Schedule willother document herein shall be construed as referring to such agreement, unless otherwise specified, be deemed to be a reference to a Section, Exhibit instrument or Schedule of or to this Agreement, in each case other document as such may be amended in accordance herewith, all of which are made a part of this Agreement. Unless otherwise provided, references to a particular statute or regulation include all rules and regulations thereunder and any predecessor or successor statute, rules or regulation, in each case as amended or otherwise modified from time to time. References herein to any Contract (including this Agreement) means such Contract as time amended, supplemented or otherwise modified from time (subject to time in accordance with any restrictions on such amendments, supplements or modifications set forth herein); (j) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such assignments set forth herein); (k) the terms thereof; providedwords “herein”, that, any requirement to disclose and/or make available to Buyer any Contract shall not be considered satisfied unless each amendment, supplement or modification to such Contract has been so disclosed and/or made available to Buyer. The terms “Dollarshereof” and “$” mean United States Dollars. The phrases “made available,” “delivered to,” “provided to” or hereunder”, and words of similar phrasesimport, when used shall be construed to refer to this Agreement in reference its entirety and not to any document made available particular provision hereof; (l) all references herein to BuyerArticles, Sections, Exhibits and Schedules shall mean only be construed to refer to Articles and Section of, and Exhibits and Schedules to, this Agreement; and (m) the documents uploaded in words “asset” and “property” shall be construed to have the Electronic Data Room or delivered same meaning and effect and to Buyer or its Representatives by email at least one (1) day prior refer to the date hereofany and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Certain Matters of Construction. For purposes of this AgreementUnless the context otherwise requires, except as specified otherwise, (a) the words “hereof”, tenns “herein”, “hereof’ and “hereunder” and other words of similar import will refer to this Agreement as a whole and not to any particular Section section, paragraph or provision subdivision; (b) terms used herein in the singular also include the plural and vice versa; (c) all references to statutes and related regulations shall include any amendments of this Agreementsame and any successor statutes and regulations; (d) all references to any instruments or agreements to which Lender is a party, including, without limitation, references to any of the Credit Documents, shall include any and reference all modifications or amendments thereto and any and all extensions or renewals thereof; (e) references herein or in any other Credit Document to a particular Section any actions being taken (or omitted to be taken) by any Lender Party after an Event of this Agreement will Default shall be presumed to mean, unless otherwise expressly provided, while such Event of Default is continuing; (f) any pronoun shall include all subsections thereof. The word the corresponding masculine, feminine and neuter forms; (g) the words “partyinclude,” will refer to Buyer, Seller “includes” and the Company. The word “including” means including shall be deemed to be followed by the phrase “without limitation. The ”; (h) the word “will” has shall be construed to have the same meaning and effect as the word “shall.” The word “or” shall not be exclusive. Definitions will be equally applicable to both the singular and plural forms ”; (i) any definition of the terms defined, and references to the masculine, feminine or neuter gender will include each other gender. All references in this Agreement reference to any Sectionagreement, Exhibit instrument or Schedule willother document herein shall be construed as referring to such agreement, unless otherwise specified, be deemed to be a reference to a Section, Exhibit instrument or Schedule of or to this Agreement, in each case other document as such may be amended in accordance herewith, all of which are made a part of this Agreement. Unless otherwise provided, references to a particular statute or regulation include all rules and regulations thereunder and any predecessor or successor statute, rules or regulation, in each case as amended or otherwise modified from time to time. References herein to any Contract (including this Agreement) means such Contract as time amended, supplemented or otherwise modified from time (subject to time in accordance with any restrictions on such amendments, supplements or modifications set forth herein); (j) any reference herein to any Person shall be eonstrued to include such Person’s successors and assigns (subject to any restrictions on such assignments set forth herein); (k) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Section of, and Exhibits and Schedules to, this Agreement (unless otherwise specified); and (1) the terms thereof; provided, that, any requirement to disclose and/or make available to Buyer any Contract shall not be considered satisfied unless each amendment, supplement or modification to such Contract has been so disclosed and/or made available to Buyer. The terms words “Dollarsasset” and “$property” mean United States Dollars. The phrases “made available,” “delivered to,” “provided to” or similar phrases, when used in reference shall be construed to have the same meaning and effect and to refer to any document made available to Buyerand all tangible and intangible assets and properties, shall mean only the documents uploaded in the Electronic Data Room or delivered to Buyer or its Representatives by email at least one (1) day prior to the date hereofincluding cash. Securities, accounts and contract rights.

Certain Matters of Construction. For purposes of this AgreementAny accounting term used in the Agreement or the other Loan Documents shall have, except as specified unless otherwise specifically provided therein, the meaning customarily given such term in accordance with GAAP, and all financial computations thereunder shall be computed, unless otherwise specifically provided therein, in accordance with GAAP consistently applied. That certain items or computations are explicitly modified by the phrase “in accordance with GAAP” shall in no way be construed to limit the foregoing. All other undefined terms contained in the Agreement or the other Loan Documents shall, unless the context indicates otherwise, have the meanings provided for by the Code as in effect in the State of New York to the extent the same are used or defined therein. The words “herein,” “hereof”, “herein”, ” and “hereunder” and or other words of similar import will refer to this the Agreement as a whole whole, including the exhibits and schedules thereto, as the same may from time to time be amended, modified or supplemented, and not to any particular Section section, subsection or provision of clause contained in this Agreement. Whenever any provision in any Loan Document refers to the “knowledge” of any Person, and reference such provision is intended to mean that such Person has actual knowledge or awareness of a particular Section fact or circumstance, or that such Person, if it had exercised reasonable diligence, should have known or been aware of such fact or circumstance. For purposes of this Agreement will include all subsections thereof. The word “party” will refer to Buyer, Seller and the Company. The word “including” means including without limitation. The word “will” has other Loan Documents, the same meaning as following additional rules of construction shall apply: (a) wherever from the word “shall.” The word “or” context it appears appropriate, each term stated in either the singular or plural shall not be exclusive. Definitions will be equally applicable to both include the singular and plural forms of the terms definedplural, and references to pronouns stated in the masculine, feminine or neuter gender will shall include each other gender. All the masculine, the feminine and the neuter; (b) the term “including” shall not be limiting or exclusive, unless specifically indicated to the contrary; (c) all references in this Agreement to statutes and related regulations shall include any amendments of same and any successor statutes and regulations; and (d) all references to any Sectioninstruments or agreements, Exhibit including references to any of the Loan Documents, shall include any and all modifications or Schedule will, unless otherwise specified, be deemed to be a reference to a Section, Exhibit amendments thereto and any and all extensions or Schedule of or to this Agreementrenewals thereof, in each case as such may be amended in accordance herewithcase, all of which are made a part of this Agreement. Unless otherwise provided, references to a particular statute or regulation include all rules and regulations thereunder and any predecessor or successor statute, rules or regulation, in each case as amended or otherwise modified from time to time. References herein to any Contract (including this Agreement) means such Contract as amended, supplemented or modified from time to time in accordance with the terms of the Loan Documents. Each Loan Party shall, and shall cause its Subsidiaries to, establish and maintain the Cash Management Systems described below: (a) On or before the Closing Date (or such later date set forth in Section 5.14(b) or as Agent shall consent in writing) and until the Termination Date, the Loan Parties shall (i) enter into blocked account agreements as set forth in clause (c) below for each account (each a “Blocked Account” and collectively, the “Blocked Accounts”) set forth on Schedule 3.20 with the banks identified on such Schedule 3.20 (each, a “Relationship Bank”) and request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payments directly to such Blocked Accounts and (ii) deposit and cause its Subsidiaries to deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral into one or more Blocked Accounts in such Loan Party’s name or any such Subsidiary’s name at a Relationship Bank. On or before the Closing Date, Borrower shall have established a concentration account in its name (the “Concentration Account”) at the bank which shall be designated as the Concentration Account bank for Borrower on Schedule 3.20 (the “Borrower Concentration Account Bank”), which bank shall be satisfactory to Agent. Within the period set forth in Section 5.14(b), Gxxxxx’x shall have established a concentration account in its name (the “Gxxxxx’x Concentration Account”) at the bank which shall be designated as the Concentration Account bank for Gxxxxx’x (the “Gxxxxx’x Concentration Account Bank”; the Borrower Concentration Account Bank and the Gxxxxx’x Concentration Account Bank are each a “Concentration Account Bank” and collectively, the “Concentration Account Banks”), which bank shall be satisfactory to Agent. (b) Borrower may maintain, in its name, an account (each a “Disbursement Account” and collectively, the “Disbursement Accounts”) at a bank acceptable to Agent into which Agent shall, from time to time, deposit proceeds of Revolving Credit Advances pursuant to Section 1.1 for use by Borrower solely in accordance with the provisions of Section 1.3. (c) On or before the Closing Date (or such later date set forth in Section 5.14(b) or as Agent shall consent in writing), each Concentration Account Bank, Relationship Bank and each bank where a Disbursement Account is maintained, shall have entered into tri-party blocked account agreements with Agent, for the benefit of itself and Lenders, and the applicable Loan Party, in form and substance acceptable to Agent, which shall become operative on or prior to the Closing Date; provided that the balance in each Blocked Account or Disbursement Account held by such banks identified on Schedule 3.20 for which blocked account agreements have not been obtained shall not be greater than $100,000 at any time. Each such blocked account agreement shall provide, among other things, that (i) all items of payment deposited in such account and proceeds thereof deposited in the applicable Concentration Account, Disbursement Account or Blocked Account are held by such bank as agent or bailee-in-possession for Agent, on behalf of itself and Lenders, (ii) the bank executing such agreement has no rights of setoff or recoupment or any other claim against such account, as the case may be, other than for payment of its service fees and other charges directly related to the administration of such account and for returned checks or other items of payment, and (iii) from and after the date of execution of such agreement with respect to a Blocked Account, such bank agrees to sweep on a daily basis all amounts in such Blocked Account to the Concentration Account (or, in respect of Gxxxxx’x and its Subsidiaries, to sweep on a daily basis all amounts in such Blocked Account to the Gxxxxx’x Concentration Account, and to sweep on a daily basis all amounts in the Gxxxxx’x Concentration Account to the Concentration Account) and (iv) from and after the date of execution of such agreement with respect to the Borrower Concentration Account Bank or each bank where a Disbursement Account is held, such bank agrees, from and after the receipt of a notice (an “Activation Notice”) from Agent (which Activation Notice may be given by Agent at any time at which (1) a Default or Event of Default shall have occurred and be continuing or (2) Excess Availability has at any time been less than $30,000,000 (each of the foregoing being referred to herein as an “Activation Event”)), to immediately forward all amounts received in the Concentration Account or the applicable Disbursement Account to the Collection Account through daily sweeps from the Concentration Account or such Disbursement Account into the Collection Account. From and after the date Agent has delivered an Activation Notice to any bank with respect to the Concentration Account or any Disbursement Account(s), no Loan Party shall, or shall cause or permit any Subsidiary thereof to, accumulate or maintain cash in disbursement or payroll accounts as of any date of determination in excess of checks outstanding against such accounts as of that date and amounts necessary to meet minimum balance requirements. In the event the Agent shall have delivered an Activation Notice to bank at which the Concentration Account is held, and thereafter the Borrower has Excess Availability in excess of $50,000,000 for a period of ninety consecutive Business Days, at the written request of Borrower, the Agent, subject to no Default or Event of Default existing at such time, shall deliver a written notice to such bank rescinding the Activation Notice previously delivered. (d) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 3.20 to add or replace a Relationship Bank or Blocked Account or to replace the Concentration Account or any Disbursement Account; provided, thathowever, any requirement that (i) Agent shall have consented in writing in advance to disclose the opening of such account with the relevant bank and (ii) prior to the time of the opening of such account, the applicable Loan Party and/or make available the Subsidiaries thereof, as applicable, and such bank shall have executed and delivered to Buyer any Contract shall not be considered satisfied unless each amendmentAgent a tri-party blocked account agreement or such other agreement, supplement or modification in form and substance satisfactory to such Contract has been so disclosed and/or made available to BuyerAgent. The terms “Dollars” Loan Parties shall close any of their accounts (and “$” mean United States Dollars. establish replacement accounts in accordance with the foregoing sentence) promptly and in any event within thirty (30) days of notice from Agent that the creditworthiness of any bank holding an account is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within sixty (60) days of notice from Agent that the operating performance, funds transfer and/or availability procedures or performance with respect to accounts or lockboxes of the bank holding such accounts or Agent’s liability under any tri-party blocked account agreement or such other agreement with such bank is no longer acceptable in Agent’s reasonable judgment. (e) The phrases “made available,” “delivered to,” “provided to” Blocked Accounts, Disbursement Accounts, the Gxxxxx’x Concentration Account and the Concentration Account shall be cash collateral accounts, with all cash, checks and other similar items of payment in such accounts securing payment of the Revolving Credit Loan and all other Obligations, and in which the Loan Parties shall have granted a Lien to Agent, on behalf of itself and Lenders, pursuant to the Borrower Security Agreement or similar phrasesthe Subsidiary Security Agreement, when used in reference to any document made available to Buyer, shall mean only the documents uploaded as applicable. (f) All amounts deposited in the Electronic Data Room Collection Account shall be deemed received by Agent in accordance with Section 1.8 of the Agreement and shall be applied (and allocated) by Agent in accordance with Section 1.10 of the Agreement. In no event shall any amount be so applied unless and until such amount shall have been credited in immediately available funds to the Collection Account. (g) Each Loan Party shall and shall cause its Affiliates, officers, employees, agents, directors or delivered other Persons acting for or in concert with such Loan Party (each a “Related Person”) to Buyer (i) hold in trust for Agent, for the benefit of itself and Lenders, all checks, cash and other items of payment received by such Loan Party or its Representatives by email at least any such Related Person on behalf of any Loan Party, and (ii) within one (1) day prior Business Day after receipt by such Loan Party or any such Related Person of any checks, cash or other items or payment received on behalf of any Loan Party, deposit the same into a Blocked Account of such Loan Party. Each Loan Party and each Related Person thereof acknowledges and agrees that all cash, checks or items of payment constituting proceeds of Collateral are the property of Agent and Lenders. All proceeds of the sale or other disposition of any Collateral, shall be deposited directly into the applicable Blocked Accounts or the Concentration Account if required by Section 6.8 of the Agreement. Subject to making the deliveries otherwise required in the Agreement on a timely basis, the obligation of Agent and Lenders to make and/or continue any Revolving Credit Advances hereunder, to incur any Letter of Credit Obligations, or to take, fulfill, or perform any other action hereunder, are subject to the date hereof.satisfaction of the condition precedent that Agent and Lenders shall have received the following, in form and substance satisfactory to Agent, Lenders and their counsel, unless the context otherwise requires or as otherwise specified below:

Certain Matters of Construction. For purposes of this Agreement, except as specified otherwise, the words The terms “herein,” “hereof”, “herein”, ” and “hereunder” and other words of similar import will refer to this Agreement as a whole and not to any particular Section section, paragraph or provision subdivision. Any pronoun used shall be deemed to cover all genders. In the computation of this Agreement, and reference periods of time from a specified date to a particular Section of this Agreement will include all subsections thereof. The word “party” will refer to Buyerlater specified date, Seller and the Company. The word “including” means including without limitation. The word “will” has the same meaning as the word “shallfrom” means “from and including” and the words “to” and “until” each means “to but excluding.” The word “or” section titles, table of contents and list of exhibits appear as a matter of convenience only and shall not be exclusive. Definitions will be equally applicable to both affect the singular and plural forms of the terms defined, and references to the masculine, feminine or neuter gender will include each other gender. All references in this Agreement to any Section, Exhibit or Schedule will, unless otherwise specified, be deemed to be a reference to a Section, Exhibit or Schedule of or to this Agreement, in each case as such may be amended in accordance herewith, all of which are made a part interpretation of this Agreement. Unless otherwise provided, All references to a particular statute or regulation statutes shall include all related rules and implementing regulations thereunder and any predecessor or amendments of same and any successor statutestatutes, rules or regulation, in each case as amended or otherwise modified from time to time. References herein and regulations; to any Contract agreement, instrument or other documents (including this Agreementany of the Loan Documents) means shall include any and all modifications and supplements thereto and any and all restatements, extensions or renewals thereof to the extent such Contract as amendedmodifications, supplemented supplements, restatements, extensions or modified from time to time in accordance with renewals of any such documents are permitted by the terms thereof; providedto any Person (including Agent, thatan Obligor, any requirement a Lender or BofA) shall mean and include the successors and permitted assigns of such Person; to disclose and/or make available “including” and “include” shall be understood to Buyer any Contract mean “including, without limitation” (and, for purposes of each Loan Document, the parties agree that the rule of ejusdem generis shall not be considered satisfied unless each amendmentapplicable to limit a general statement, supplement which is followed by or modification referable to such Contract has been so disclosed and/or made available an enumeration of specific matters to Buyer. The terms “Dollars” and “$” mean United States Dollars. The phrases “made available,” “delivered to,” “provided to” or matters similar phrases, when used in reference to any document made available the matters specifically mentioned); to Buyer, the time of day shall mean only the documents uploaded time of day on the day in question in Atlanta, Georgia, unless otherwise expressly provided in this Agreement; or to the Electronic Data Room “discretion” of Agent or delivered a Lender shall mean the sole and absolute discretion of such Person. A Default or an Event of Default shall be deemed to Buyer exist at all times during the period commencing on the date that such Default or its Representatives by email at least one (1) day prior Event of Default occurs to the date hereofon which such Default or Event of Default is waived in writing by Agent (acting with the consent or at the direction of the Lenders or the Required Lenders, as applicable) pursuant to this Agreement or, in the case of a Default, is cured within any period of cure expressly provided in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by Agent (acting with the consent or at the direction of the Lenders or the Required Lenders, as applicable). All calculations of Value shall be in Dollars, all Loans shall be funded in Dollars and all Obligations shall be repaid in Dollars (except as otherwise provided in the definition of “LC Obligations”). In the event that any Letter of Credit is issued hereunder in a foreign currency, for purposes of calculating the amount of the Aggregate Revolver Outstandings, the LC Obligations and the Undrawn Amount as of any date of determination the foreign currency amount of such Letter of Credit shall be converted to Dollars by Agent using such exchange rates as Agent reasonably deems appropriate under the circumstances at such time. Whenever the phrase “to the best of Obligors’ knowledge” or words of similar import relating to the knowledge or the awareness of an Obligor are used in this Agreement or other Loan Documents, such phrase shall mean and refer to the actual knowledge of a Senior Officer of Parent.

Certain Matters of Construction. For purposes (a) The parties hereto have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed as if drafted jointly by the parties hereto, except as specified otherwise, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. (b) The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. (c) The words “hereof”, “herein”, “hereunder” and words of similar import will shall refer to this Agreement as a whole and not to any particular Section or provision of this Agreement. Section, clause, schedule and exhibit references contained in this Agreement are references to sections, clauses, schedules and exhibits in or to this Agreement, unless otherwise specified, and reference to a particular Section of this Agreement will shall include all subsections thereof. (d) Whenever required or permitted by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The word use of the words “partyinclude,” will refer to Buyer, Seller and the Company. The word “includes” or “including” means including in this Agreement shall be by way of example rather than by limitation and shall be deemed to be followed by the words “without limitation.” (e) The use of the words “or,” “either” and “any” shall not be exclusive. (f) Whenever in this Agreement a party hereto is permitted or required to take any action or to make a decision or determination, such Person shall be entitled to take (or omit to take) such action or make such decision or determination in such Person’s sole discretion, unless another standard is expressly set forth herein. Whenever in this Agreement a Person is permitted or required to take by any valid means any action or to make a decision or determination in its “sole discretion” or “discretion,” with “complete discretion” or under a grant of similar authority or latitude, such Person shall be entitled to consider solely its own interests (and not the interests of any other Person) or, at its election, any such other interests and factors as such Person desires (including the interests of such Stockholder’s Affiliates, employers, partners and their respective Affiliates), or any combination thereof. (g) The word “will” has will be construed to have the same meaning and effect as the word “shall”. The words “shall,” “will,” or “agree(s)” are mandatory, and “may” is permissive.” (h) The word “orextent” shall in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase will not be exclusive. Definitions mean simply “if”. (i) All references to a day or days will be equally applicable deemed to both the singular and plural forms of the terms definedrefer to a calendar day or calendar days, and references to the masculine, feminine or neuter gender will include each other gender. All references in this Agreement to any Section, Exhibit or Schedule willas applicable, unless otherwise specified, be deemed to be a reference to a Section, Exhibit or Schedule of or to this Agreement, in each case as such may be amended in accordance herewith, all of which are made a part of this Agreement. Unless otherwise specifically provided, references to a particular statute or regulation include all rules and regulations thereunder and any predecessor or successor statute, rules or regulation, in each case as amended or otherwise modified from time to time. References herein to any Contract (including this Agreement) means such Contract as amended, supplemented or modified from time to time in accordance with the terms thereof; provided, that, any requirement to disclose and/or make available to Buyer any Contract shall not be considered satisfied unless each amendment, supplement or modification to such Contract has been so disclosed and/or made available to Buyer. The terms “Dollars” and “$” mean United States Dollars. The phrases “made available,” “delivered to,” “provided to” or similar phrases, when used in reference to any document made available to Buyer, shall mean only the documents uploaded in the Electronic Data Room or delivered to Buyer or its Representatives by email at least one (1) day prior to the date hereof.

Certain Matters of Construction. For purposes of this Agreement, except as specified otherwiseotherwise or the context otherwise requires, the words “hereof”, “herein”, “hereunder” and words of similar import will refer to this Agreement as a whole and not to any particular Section or provision of this Agreement, and reference to a particular Section of this Agreement will include all subsections thereof. The word “party” will refer to Buyerthe Stockholders, Seller and the Accredited Optionholders, the Warrantholders, the Company, the Buyer or the Parent. The word “including” means including without limitation. The word “will” has the same meaning as the word “shall.” The word “or” shall not be exclusive. Definitions will be equally applicable to both the singular and plural forms of the terms defined, and references to the masculine, feminine or neuter gender will include each other gender. All references in this Agreement to any Section, Exhibit or Schedule will, unless otherwise specified, be deemed to be a reference to a Section, Exhibit or Schedule of or to this Agreement, in each case as such may be amended in accordance herewith, all of which are made a part of this Agreement. Unless All references in this Agreement to monetary amounts will, unless otherwise providedspecified, references be to a particular statute United States dollars. Any Legal Requirement defined or regulation referred to herein or in any agreement or instrument that is referred to herein shall include all rules and regulations thereunder any modification, amendment or re-enactment thereof, and any predecessor or successor statute, rules or regulationLegal Requirement substituted therefor, in each case as amended of the time of inquiry, representation or otherwise modified from time covenant. Any reference to time. References herein a Governmental Authority or statutory or regulatory provisions shall be deemed also to refer to any Contract successor thereto unless the context requires otherwise. A reference to any agreement (including this Agreement) means such or Contract, is, unless otherwise specified, to the agreement or Contract as amended, modified, supplemented or modified from replaced at the time to time of inquiry, representation or covenant. Although the same or similar subject matters may be addressed in accordance with different provisions of this Agreement, the terms thereof; provided, parties intend that, any requirement to disclose and/or make available to Buyer any Contract shall except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each such provision will be read separately, be given independent significance and not be considered satisfied unless each amendmentconstrued as limiting any other provision of this Agreement (whether or not more general or more specific in scope, supplement substance or modification content). References to such Contract has been so disclosed and/or made available a Person are also to Buyer. The terms “Dollars” its successors and “$” mean United States Dollars. The phrases “made available,” “delivered to,” “provided to” or similar phrases, when used in reference to any document made available to Buyer, shall mean only the documents uploaded in the Electronic Data Room or delivered to Buyer or its Representatives by email at least one (1) day prior to the date hereofpermitted assigns.

Certain Matters of Construction. For purposes 6.11.1 The parties hereto have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed as if drafted jointly by the parties hereto, except as specified otherwise, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. 6.11.2 The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. 6.11.3 The words “hereof”, “herein”, “hereunder” and words of similar import will shall refer to this Agreement as a whole and not to any particular Section or provision of this Agreement. Section, clause, schedule and exhibit references contained in this Agreement are references to sections, clauses, schedules and exhibits in or to this Agreement, unless otherwise specified, and reference to a particular Section of this Agreement will shall include all subsections thereof. 6.11.4 Whenever required or permitted by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The word use of the words “partyinclude,” will refer to Buyer, Seller and the Company. The word “includes” or “including” means including in this Agreement shall be by way of example rather than by limitation and shall be deemed to be followed by the words “without limitation.” 6.11.5 The use of the words “or,” “either” and “any” shall not be exclusive. 6.11.6 Whenever in this Agreement a Person is permitted or required to take any action or to make a decision or determination, such Person shall be entitled to take (or omit to take) such action or make such decision or determination in such Person’s sole discretion, unless another standard is expressly set forth herein. Whenever in this Agreement a Person is permitted or required to take by any valid means any action or to make a decision or determination in its “sole discretion” or “discretion,” with “complete discretion” or under a grant of similar authority or latitude, such Person shall be entitled to consider, solely its own interests (and not the interests of any other Person) or, at its election, any such other interests and factors as such Person desires (including the interests of such Stockholder’s affiliates, employers, partners and their respective affiliates), or any combination thereof. 6.11.7 The word “will” has will be construed to have the same meaning and effect as the word “shall”. The words “shall,” “will,” or “agree(s)” are mandatory, and “may” is permissive.” 6.11.8 The word “orextent” shall in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase will not be exclusive. Definitions mean simply “if”. 6.11.9 All references to a day or days will be equally applicable deemed to both the singular and plural forms of the terms definedrefer to a calendar day or calendar days, and references to the masculine, feminine or neuter gender will include each other gender. All references in this Agreement to any Section, Exhibit or Schedule willas applicable, unless otherwise specified, be deemed to be a reference to a Section, Exhibit or Schedule of or to this Agreement, in each case as such may be amended in accordance herewith, all of which are made a part of this Agreement. Unless otherwise specifically provided, references to a particular statute or regulation include all rules and regulations thereunder and any predecessor or successor statute, rules or regulation, in each case as amended or otherwise modified from time to time. References herein to any Contract (including this Agreement) means such Contract as amended, supplemented or modified from time to time in accordance with the terms thereof; provided, that, any requirement to disclose and/or make available to Buyer any Contract shall not be considered satisfied unless each amendment, supplement or modification to such Contract has been so disclosed and/or made available to Buyer. The terms “Dollars” and “$” mean United States Dollars. The phrases “made available,” “delivered to,” “provided to” or similar phrases, when used in reference to any document made available to Buyer, shall mean only the documents uploaded in the Electronic Data Room or delivered to Buyer or its Representatives by email at least one (1) day prior to the date hereof.

Certain Matters of Construction. For purposes of this Agreement, except as specified otherwiseotherwise or the context otherwise requires, the words “hereof”, “herein”, “hereunder” and words of similar import will refer to this Agreement as a whole and not to any particular Section or provision of this Agreement, and reference to a particular Section of this Agreement will include all subsections thereof. The word “party” will refer to Buyer, Seller and the Company, the Buyer or the Parent. The word “including” means including without limitation. The word “will” has the same meaning as the word “shall.” The word “or” shall not be exclusive”. Definitions will be equally applicable to both the singular and plural forms of the terms defined, and references to the masculine, feminine or neuter gender will include each other gender. All references in this Agreement to any Section, Exhibit or Schedule will, unless otherwise specified, be deemed to be a reference to a Section, Exhibit or Schedule of or to this Agreement, in each case as such may be amended in accordance herewith, all of which are made a part of this Agreement. Unless All references in this Agreement to monetary amounts will, unless otherwise providedspecified, references be to a particular statute United States dollars. Any Legal Requirement defined or regulation referred to herein or in any agreement or instrument that is referred to herein shall include all rules and regulations thereunder any modification, amendment or re-enactment thereof, and any predecessor or successor statute, rules or regulationLegal Requirement substituted therefore, in each case as amended of the time of inquiry, representation or otherwise modified from time covenant and all rules, regulations and statutory instruments issued or related to timesuch Legal Requirement. References herein Any reference to a Governmental Authority shall be deemed also to refer to any Contract successor thereto unless the context requires otherwise. A reference to any agreement (including this Agreement) means such or Contract, is, unless otherwise specified, to the agreement or Contract as amended, modified, supplemented or modified from replaced at the time to time of inquiry, representation or covenant. Although the same or similar subject matters may be addressed in accordance with different provisions of this Agreement, the terms thereof; provided, parties intend that, any requirement to disclose and/or make available to Buyer any Contract shall except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each such provision will be read separately, be given independent significance and not be considered satisfied unless each amendmentconstrued as limiting any other provision of this Agreement (whether or not more general or more specific in scope, supplement substance or modification content). References to such Contract has been so disclosed and/or made available a Person are also to Buyer. The terms “Dollars” its successors and “$” mean United States Dollars. The phrases “made available,” “delivered to,” “provided to” or similar phrases, when used in reference to any document made available to Buyer, shall mean only the documents uploaded in the Electronic Data Room or delivered to Buyer or its Representatives by email at least one (1) day prior to the date hereofpermitted assigns.

Certain Matters of Construction. For purposes of Except where expressly stated otherwise in this Agreement, except as specified otherwisethe following rules of interpretation apply to this Agreement: (a) unless the context otherwise requires, “either” and “or” are not exclusive, and “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation”; (b) “hereof”, ,” “hereto,” “hereby,” “herein”, ” and “hereunder” and words of similar import will when used in this Agreement refer to this Agreement as a whole and not to any particular Section or provision of this Agreement; (c) “date of this Agreement” refers to the date set forth in the initial caption of this Agreement; (d) “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and reference to a particular Section such phrase does not mean simply “if”; (e) the descriptive headings and table of contents included herein are included for convenience only and shall not affect in any way the meaning or interpretation of this Agreement will include all subsections thereof. The word “party” will refer or any provision hereof; (f) definitions contained in this Agreement are applicable to Buyer, Seller and the Company. The word “including” means including without limitation. The word “will” has the same meaning singular as well as the word “shall.” The word “or” shall not be exclusive. Definitions will be equally applicable to both the singular and plural forms of such terms and to the terms defined, masculine as well as to the feminine and neuter genders of such terms; (g) references to the masculinean agreement, feminine instrument or neuter gender will include each other gender. All references in this Agreement to any SectionLaw mean such agreement, Exhibit instrument or Schedule will, unless otherwise specified, be deemed to be a reference to a Section, Exhibit or Schedule of or to this Agreement, in each case as such may be amended in accordance herewith, all of which are made a part of this Agreement. Unless otherwise provided, references to a particular statute or regulation include all rules and regulations thereunder and any predecessor or successor statute, rules or regulation, in each case Law as amended or otherwise modified from time to time. References herein to any Contract (including this Agreement) means such Contract as amended, supplemented or modified from time to time time, including (in accordance with the terms thereofcase of agreements or instruments) by waiver or consent and (in the case of Laws) by formal guidance and regulations issued thereunder and successor Laws; provided(h) references to a Person are also to its permitted successors and assigns; (i) references to an “Article,” “Section,” “Exhibit” or “Schedule” refer to an Article or Section of, thator an Exhibit or Schedule to, any requirement this Agreement; (j) references to disclose and/or make available to Buyer any Contract shall not be considered satisfied unless each amendment, supplement or modification to such Contract has been so disclosed and/or made available to Buyer. The terms “Dollars” and “$” mean or otherwise to dollar amounts refer to the lawful currency of the United States Dollarsof America; (k) references to a federal, state, local or foreign Law include any rules and regulations issued thereunder; (l) references to accounting terms used and not otherwise defined herein have the meaning assigned to them under GAAP; and (m) a term that begins with an initial capital letter, is not defined herein and reflects a different part of speech than a term that begins with an initial capital letter and is defined herein, shall be interpreted in a correlative manner. The phrases “made available,” “delivered to,” “provided to” or similar phrases, when language used in reference this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any document made available Party. No summary of this Agreement prepared by any Party shall affect the meaning or interpretation of this Agreement. If any date on which a Party is required to Buyer, shall mean only the documents uploaded in the Electronic Data Room make a payment or delivered to Buyer or its Representatives by email at least one (1) day prior a delivery pursuant to the date hereofterms hereof is not a Business Day, then such Party shall make such payment or delivery on the next succeeding Business Day. Each Disclosure Schedule will be deemed incorporated into this Agreement. Time shall be of the essence in this Agreement.

Certain Matters of Construction. For purposes 23.1 The parties hereto have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed as if drafted jointly by the parties hereto, except as specified otherwise, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. 23.2 The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. 23.3 The words “hereof”, ,” “herein”, ,” “hereunder” and words of similar import will shall refer to this Agreement as a whole and not to any particular Section or provision of this Agreement. Section, clause, schedule and exhibit references contained in this Agreement are references to sections, clauses, schedules and exhibits in or to this Agreement, unless otherwise specified, and reference to a particular Section of this Agreement will shall include all subsections thereof. The word “party” will refer to Buyer. 23.4 Whenever required or permitted by the context, Seller any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the Company. singular form of nouns, pronouns and verbs shall include the plural and vice versa. 23.5 The word use of the words “include,” “includes” or “including” means including in this Agreement shall be by way of example rather than by limitation and shall be deemed to be followed by the words “without limitation.” The use of the words “or,” “either” and “any” shall not be exclusive. 23.6 Whenever in this Agreement a party hereto is permitted or required to take any action or to make a decision or determination, such Person shall be entitled to take (or omit to take) such action or make such decision or determination in such Person's sole discretion, unless another standard is expressly set forth herein. Whenever in this Agreement a Person is permitted or required to take by any valid means any action or to make a decision or determination in its “sole discretion” or “discretion,” with “complete discretion” or under a grant of similar authority or latitude, such Person shall be entitled to consider solely its own interests (and not the interests of any other Person) or, at its election, any such other interests and factors as such Person desires (including the interests of such Holder's Affiliates, employers, partners and their respective Affiliates), or any combination thereof. 23.7 The word “will” has will be construed to have the same meaning and effect as the word “shall”. The words “shall,” “will,” or “agree(s)” are mandatory, and “may” is permissive.” 23.8 The word “orextent” shall in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase will not be exclusive. Definitions mean simply “if”. 23.9 All references to a day or days will be equally applicable deemed to both the singular and plural forms of the terms definedrefer to a calendar day or calendar days, and references to the masculine, feminine or neuter gender will include each other gender. All references in this Agreement to any Section, Exhibit or Schedule willas applicable, unless otherwise specified, be deemed to be a reference to a Section, Exhibit or Schedule of or to this Agreement, in each case as such may be amended in accordance herewith, all of which are made a part of this Agreement. Unless otherwise specifically provided, references to a particular statute or regulation include all rules and regulations thereunder and any predecessor or successor statute, rules or regulation, in each case as amended or otherwise modified from time to time. References herein to any Contract (including this Agreement) means such Contract as amended, supplemented or modified from time to time in accordance with the terms thereof; provided, that, any requirement to disclose and/or make available to Buyer any Contract shall not be considered satisfied unless each amendment, supplement or modification to such Contract has been so disclosed and/or made available to Buyer. The terms “Dollars” and “$” mean United States Dollars. The phrases “made available,” “delivered to,” “provided to” or similar phrases, when used in reference to any document made available to Buyer, shall mean only the documents uploaded in the Electronic Data Room or delivered to Buyer or its Representatives by email at least one (1) day prior to the date hereof.

Certain Matters of Construction. For purposes 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 of the provisions of this Agreement. Section and subsection headings are not to be considered part of this Agreement, except are included solely for convenience, are not intended to be full or accurate descriptions of the content of the Sections or subsections of this Agreement and shall not affect the construction hereof. Except as otherwise explicitly specified otherwiseto the contrary herein, (i) the words “hereof”, ,” “herein,” “hereby”, “hereunder” and words of similar import will shall refer to this Agreement as a whole and not to any particular Section or provision subsection of this Agreement, Agreement and reference to a particular Section of this Agreement will shall include all subsections thereof. The word “party” will refer , (ii) references to Buyera Section, Seller and the Company. The word “including” Exhibit, Annex or Schedule means including without limitation. The word “will” has the same meaning as the word “shall.” The word “or” a Section of, or Exhibit, Annex or Schedule to this Agreement, (iii) definitions shall not be exclusive. Definitions will be equally applicable to both the singular and plural forms of the terms defined, and references to the masculine, feminine or neuter gender will shall include each other gender. All references in this Agreement to any Section, Exhibit or Schedule will(iv) the words “include”, unless otherwise specified, “includes” and “including” shall be deemed to be a followed by the words “without limitation”, (v) any reference to a Section, Exhibit “$” or Schedule of or to this Agreement, in each case as such may be amended in accordance herewith, all of which are made a part of this Agreement. Unless otherwise provided, “dollars” means United States dollars and (vi) references to a particular statute or regulation include all rules and regulations thereunder and any predecessor or successor statute, rules rule or regulation, in each case as amended or otherwise modified from time to time. References herein Time is of the essence with regard to any Contract (including all dates and time periods set forth or referred to in this Agreement) means such Contract as amended, supplemented or modified from time to time in accordance with the terms thereof; provided, that, any requirement to disclose and/or make available to Buyer any Contract shall not be considered satisfied unless each amendment, supplement or modification to such Contract has been so disclosed and/or made available to Buyer. The terms “Dollars” and “$” mean United States Dollars. The phrases “made available,” “delivered to,” “provided to” or similar phrases, when used in reference to any document made available to Buyer, shall mean only the documents uploaded in the Electronic Data Room or delivered to Buyer or its Representatives by email at least one (1) day prior to the date hereof.

Certain Matters of Construction. For purposes of this AgreementUnless the context otherwise requires, except as specified otherwise, (a) the words “hereof”, terms “herein”, “hereof” and “hereunder” and other words of similar import will refer to this Agreement as a whole and not to any particular Section section, paragraph or provision subdivision; (b) terms used herein in the singular also include the plural and vice versa; (c) all references to statutes and related regulations shall include any amendments of this Agreementsame and any successor statutes and regulations; (d) all references to any instruments or agreements to which Lender is a party, including, without limitation, references to any of the Other Documents, shall include any and reference all modifications or amendments thereto and any and all extensions or renewals thereof; (e) references herein or in any Other Document to any actions being taken (or omitted to be taken) by any Lender Party after a particular Section Default shall be presumed to mean, unless otherwise expressly provided, while such Default or Event of this Agreement will Default is continuing; (f) any pronoun shall include all subsections thereof. The word the corresponding masculine, feminine and neuter forms; (g) the words “partyinclude,” will refer to Buyer, Seller “includes” and the Company. The word “including” means including shall be deemed to be followed by the phrase “without limitation. The ”; (h) the word “will” has shall be construed to have the same meaning and effect as the word “shall.” The word “or” shall not be exclusive. Definitions will be equally applicable to both the singular and plural forms ”; (i) any definition of the terms defined, and references to the masculine, feminine or neuter gender will include each other gender. All references in this Agreement reference to any Sectionagreement, Exhibit instrument or Schedule willother document herein shall be construed as referring to such agreement, unless otherwise specified, be deemed to be a reference to a Section, Exhibit instrument or Schedule of or to this Agreement, in each case other document as such may be amended in accordance herewith, all of which are made a part of this Agreement. Unless otherwise provided, references to a particular statute or regulation include all rules and regulations thereunder and any predecessor or successor statute, rules or regulation, in each case as amended or otherwise modified from time to time. References herein to any Contract (including this Agreement) means such Contract as time amended, supplemented or otherwise modified from time (subject to time in accordance with any restrictions on such amendments, supplements or modifications set forth herein); (j) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such assignments set forth herein); (k) the terms thereof; providedwords “herein”, that, any requirement to disclose and/or make available to Buyer any Contract shall not be considered satisfied unless each amendment, supplement or modification to such Contract has been so disclosed and/or made available to Buyer. The terms “Dollarshereof” and “$” mean United States Dollars. The phrases “made available,” “delivered to,” “provided to” or hereunder”, and words of similar phrasesimport, when used shall be construed to refer to this Agreement in reference its entirety and not to any document made available particular provision hereof; (l) all references herein to BuyerArticles, Sections, Exhibits and Schedules shall mean only be construed to refer to Articles and Section of, and Exhibits and Schedules to, this Agreement; and (m) the documents uploaded in words “asset” and “property” shall be construed to have the Electronic Data Room or delivered same meaning and effect and to Buyer or its Representatives by email at least one (1) day prior refer to the date hereofany and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Certain Matters of Construction. For purposes of this Agreement, except as specified otherwise, the words “The terms "herein," "hereof”, “herein”, “" and "hereunder” " and other words of similar import will refer to this the Agreement as a whole and not to any particular Section section, paragraph or provision subdivision. Any pronoun used shall be deemed to cover all genders. In the computation of this Agreement, and reference periods of time from a specified date to a particular Section of this Agreement will include all subsections thereof. The later specified date, the word “party” will refer to Buyer, Seller "from" means "from and including" and the Company. words "to" and "until" each means "to but excluding." The word “including” means including without limitation. The word “will” has the same meaning section titles, table of contents and list of exhibits appear as the word “shall.” The word “or” a matter of convenience only and shall not be exclusive. Definitions will be equally applicable to both affect the singular and plural forms interpretation of the terms defined, and references to the masculine, feminine or neuter gender will include each other genderAgreement. All references in this Agreement to statutes and related regulations shall include any amendments of same and any successor statutes and regulations; to any Sectionagreement, Exhibit instrument or Schedule will, unless otherwise specified, be deemed to be a reference to a Section, Exhibit or Schedule other documents (including any of or to this Agreement, in each case as such may be amended in accordance herewith, the Loan Documents) shall include any and all of which are made a part of this Agreement. Unless otherwise provided, references to a particular statute or regulation include all rules modifications and regulations thereunder supplements thereto and any predecessor and all restatements, extensions or successor statuterenewals thereof to the extent such modifications, rules supplements, restatements, extensions or regulation, in each case as amended or otherwise modified from time to time. References herein to renewals of any Contract (including this Agreement) means such Contract as amended, supplemented or modified from time to time in accordance with documents are permitted by the terms thereof; providedto any Person (including Agent, thata Borrower, any requirement a Lender or Fleet) shall mean and include the successors and permitted assigns of such Person; to disclose and/or make available "including" and "include" shall be understood to Buyer any Contract mean "including, without limitation" (and, for purposes of the Agreement and each other Loan Document, the parties agree that the rule of ejusdem generis shall not be considered satisfied unless each amendmentapplicable to limit a general statement, supplement which is followed by or modification referable to such Contract has been so disclosed and/or made available an enumeration of specific matters to Buyer. The terms “Dollars” and “$” mean United States Dollars. The phrases “made available,” “delivered to,” “provided to” matters similar to the matters specifically mentioned); or similar phrases, when used in reference to any document made available to Buyer, the time of day shall mean only the documents uploaded time of day on the day in question in Atlanta, Georgia, unless otherwise expressly provided in the Electronic Data Room Agreement. A Default or delivered an Event of Default shall be deemed to Buyer exist at all times during the period commencing on the date that such Default or its Representatives by email at least one (1) day prior Event of Default occurs to the date hereofon which such Default or Event of Default is waived in writing by Agent pursuant to the Agreement or, in the case of a Default, is cured within any period of cure expressly provided in this Agreement; and an Event of Default shall "continue" or be "continuing" until such Event of Default has been waived in writing by Lender. All calculations of Value shall be in Dollars, all Loans shall be funded in Dollars and all Obligations shall be repaid in Dollars. Whenever the phrase "to the best of a Borrower's knowledge" or words of similar import relating to the knowledge or the awareness of a Borrower are used in the Agreement or other Loan Documents, such phrase shall mean and refer to (i) the actual knowledge of a Senior Officer of any Borrower or (ii) the knowledge that a Senior Officer would have obtained if they had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of a Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates. Any Lien referred to in the Agreement or any of the other Loan Documents as having been created in favor of Agent, any agreement entered into by Agent pursuant to the Agreement or any of the other Loan Documents, any payment made by or to, or funds received by, Agent pursuant to or as contemplated by any of the Loan Documents, or any other act taken or omitted to be taken by 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.

Certain Matters of Construction. For purposes of this AgreementAny accounting term used in the Agreement or the other Loan Documents shall have, except as specified unless otherwise specifically provided therein, the meaning customarily given such term in accordance with GAAP, and all financial computations thereunder shall be computed, unless otherwise specifically provided therein, in accordance with GAAP consistently applied. That certain items or computations are explicitly modified by the phrase “in accordance with GAAP” shall in no way be construed to limit the foregoing. All other undefined terms contained in the Agreement or the other Loan Documents shall, unless the context indicates otherwise, have the meanings provided for by the Code to the extent the same are used or defined therein. The words “herein,” “hereof”, “herein”, ” and “hereunder” and or other words of similar import will refer to this the Agreement as a whole whole, including the exhibits and schedules thereto, as the same may from time to time be amended, modified or supplemented, and not to any particular Section section, subsection or provision of clause contained in this Agreement. Whenever any provision in any Loan Document refers to the “knowledge” of any Person, and reference such provision is intended to mean that such Person has actual knowledge or awareness of a particular Section fact or circumstance, or that such Person, if it had exercised reasonable diligence, should have known or been aware of such fact or circumstance. For purposes of this Agreement will include all subsections thereof. The word “party” will refer to Buyer, Seller and the Company. The word “including” means including without limitation. The word “will” has other Loan Documents, the same meaning as following additional rules of construction shall apply: (a) wherever from the word “shall.” The word “or” context it appears appropriate, each term stated in either the singular or plural shall not be exclusive. Definitions will be equally applicable to both include the singular and plural forms of the terms definedplural, and references to pronouns stated in the masculine, feminine or neuter gender will shall include each other gender. All the masculine, the feminine and the neuter; (b) the term “including” shall not be limiting or exclusive, unless specifically indicated to the contrary; (c) all references in this Agreement to statutes and related regulations shall include any amendments thereto and any successor statutes and regulations; and (d) all references to any Sectioninstruments or agreements, Exhibit including references to any of the Loan Documents, shall include any and all modifications or Schedule will, unless otherwise specified, be deemed to be a reference to a Section, Exhibit amendments thereto and any and all extensions or Schedule of or to this Agreementrenewals thereof, in each case as such may be amended in accordance herewithcase, all of which are made a part of this Agreement. Unless otherwise provided, references to a particular statute or regulation include all rules and regulations thereunder and any predecessor or successor statute, rules or regulation, in each case as amended or otherwise modified from time to time. References herein to any Contract (including this Agreement) means such Contract as amended, supplemented or modified from time to time in accordance with the terms thereof; provided, that, any requirement to disclose and/or make available to Buyer any Contract shall not be considered satisfied unless each amendment, supplement or modification to such Contract has been so disclosed and/or made available to Buyerof the Loan Documents. The terms “Dollars” and “$” mean United States Dollars. The phrases “made available,” “delivered ANNEX B to,” “provided to” or similar phrases, when used in reference to any document made available to Buyer, shall mean only the documents uploaded in the Electronic Data Room or delivered to Buyer or its Representatives by email at least one (1) day prior to the date hereof.

Certain Matters of Construction. For purposes of this AgreementAny accounting term used in the Agreement or the other Loan Documents shall have, except as specified unless otherwise specifically provided therein, the meaning customarily given such term in accordance with GAAP, and all financial computations thereunder shall be computed, unless otherwise specifically provided therein, in accordance with GAAP consistently applied. That certain items or computations are explicitly modified by the phrase “in accordance with GAAP” shall in no way be construed to limit the foregoing. All other undefined terms contained in the Agreement or the other Loan Documents shall, unless the context indicates otherwise, have the meanings provided for by the Code as in effect in the State of New York to the extent the same are used or defined therein. The words “herein,” “hereof”, “herein”, ” and “hereunder” and or other words of similar import will refer to this the Agreement as a whole whole, including the exhibits and schedules thereto, as the same may from time to time be amended, modified or supplemented, and not to any particular Section section, subsection or provision of clause contained in this Agreement. Whenever any provision in any Loan Document refers to the “knowledge” of any Person, and reference such provision is intended to mean that such Person has actual knowledge or awareness of a particular Section fact or circumstance, or that such Person, if it had exercised reasonable diligence, should have known or been aware of such fact or circumstance. For purposes of this Agreement will include all subsections thereof. The word “party” will refer to Buyer, Seller and the Company. The word “including” means including without limitation. The word “will” has other Loan Documents, the same meaning as following additional rules of construction shall apply: (a) wherever from the word “shall.” The word “or” context it appears appropriate, each term stated in either the singular or plural shall not be exclusive. Definitions will be equally applicable to both include the singular and plural forms of the terms definedplural, and references to pronouns stated in the masculine, feminine or neuter gender will shall include each other gender. All the masculine, the feminine and the neuter; (b) the term “including” shall not be limiting or exclusive, unless specifically indicated to the contrary; (c) all references in this Agreement to statutes and related regulations shall include any amendments of same and any successor statutes and regulations; and (d) all references to any Sectioninstruments or agreements, Exhibit including references to any of the Loan Documents, shall include any and all modifications or Schedule will, unless otherwise specified, be deemed to be a reference to a Section, Exhibit amendments thereto and any and all extensions or Schedule of or to this Agreementrenewals thereof, in each case as such may be amended in accordance herewithcase, all of which are made a part of this Agreement. Unless otherwise provided, references to a particular statute or regulation include all rules and regulations thereunder and any predecessor or successor statute, rules or regulation, in each case as amended or otherwise modified from time to time. References herein to any Contract (including this Agreement) means such Contract as amended, supplemented or modified from time to time in accordance with the terms of the Loan Documents. Each Loan Party shall, and shall cause its Subsidiaries to, establish and maintain the Cash Management Systems described below: (a) On or before the Closing Date (or such later date set forth in Section 5.14(b) or as Agent shall consent in writing) and until the Termination Date, the Loan Parties shall (i) enter into blocked account agreements as set forth in clause (c) below for each account (each a “Blocked Account” and collectively, the “Blocked Accounts”) set forth on Schedule 3.20 with the banks identified on such Schedule 3.20 (each, a “Relationship Bank”) and request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payments directly to such Blocked Accounts and (ii) deposit and cause its Subsidiaries to deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral into one or more Blocked Accounts in such Loan Party’s name or any such Subsidiary’s name at a Relationship Bank. On or before the Closing Date, Borrower shall have established a concentration account in its name (the “Concentration Account”) at the bank which shall be designated as the Concentration Account bank for Borrower on Schedule 3.20 (the “Borrower Concentration Account Bank”), which bank shall be satisfactory to Agent. Within the period set forth in Section 5.14(b), Xxxxxx’x shall have established a concentration account in its name (the “Xxxxxx’x Concentration Account”) at the bank which shall be designated as the Concentration Account bank for Xxxxxx’x (the “Xxxxxx’x Concentration Account Bank”; the Borrower Concentration Account Bank and the Xxxxxx’x Concentration Account Bank are each a “Concentration Account Bank” and collectively, the “Concentration Account Banks”), which bank shall be satisfactory to Agent. (b) Borrower may maintain, in its name, an account (each a “Disbursement Account” and collectively, the “Disbursement Accounts”) at a bank acceptable to Agent into which Agent shall, from time to time, deposit proceeds of Revolving Credit Advances pursuant to Section 1.1 for use by Borrower solely in accordance with the provisions of Section 1.3. (c) On or before the Closing Date (or such later date set forth in Section 5.14(b) or as Agent shall consent in writing), each Concentration Account Bank, Relationship Bank and each bank where a Disbursement Account is maintained, shall have entered into tri-party blocked account agreements with Agent, for the benefit of itself and Lenders, and the applicable Loan Party, in form and substance acceptable to Agent, which shall become operative on or prior to the Closing Date; provided that the balance in each Blocked Account or Disbursement Account held by such banks identified on Schedule 3.20 for which blocked account agreements have not been obtained shall not be greater than $100,000 at any time. Each such blocked account agreement shall provide, among other things, that (i) all items of payment deposited in such account and proceeds thereof deposited in the applicable Concentration Account, Disbursement Account or Blocked Account are held by such bank as agent or bailee-in-possession for Agent, on behalf of itself and Lenders, (ii) the bank executing such agreement has no rights of setoff or recoupment or any other claim against such account, as the case may be, other than for payment of its service fees and other charges directly related to the administration of such account and for returned checks or other items of payment, and (iii) from and after the date of execution of such agreement with respect to a Blocked Account, such bank agrees to sweep on a daily basis all amounts in such Blocked Account to the Concentration Account (or, in respect of Xxxxxx’x and its Subsidiaries, to sweep on a daily basis all amounts in such Blocked Account to the Xxxxxx’x Concentration Account, and to sweep on a daily basis all amounts in the Xxxxxx’x Concentration Account to the Concentration Account) and (iv) from and after the date of execution of such agreement with respect to the Borrower Concentration Account Bank or each bank where a Disbursement Account is held, such bank agrees, from and after the receipt of a notice (an “Activation Notice”) from Agent (which Activation Notice may be given by Agent at any time at which (1) a Default or Event of Default shall have occurred and be continuing or (2) Excess Availability has at any time been less than $30,000,000 (each of the foregoing being referred to herein as an “Activation Event”)), to immediately forward all amounts received in the Concentration Account or the applicable Disbursement Account to the Collection Account through daily sweeps from the Concentration Account or such Disbursement Account into the Collection Account. From and after the date Agent has delivered an Activation Notice to any bank with respect to the Concentration Account or any Disbursement Account(s), no Loan Party shall, or shall cause or permit any Subsidiary thereof to, accumulate or maintain cash in disbursement or payroll accounts as of any date of determination in excess of checks outstanding against such accounts as of that date and amounts necessary to meet minimum balance requirements. In the event the Agent shall have delivered an Activation Notice to bank at which the Concentration Account is held, and thereafter the Borrower has Excess Availability in excess of $50,000,000 for a period of ninety consecutive Business Days, at the written request of Borrower, the Agent, subject to no Default or Event of Default existing at such time, shall deliver a written notice to such bank rescinding the Activation Notice previously delivered. (d) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 3.20 to add or replace a Relationship Bank or Blocked Account or to replace the Concentration Account or any Disbursement Account; provided, thathowever, any requirement that (i) Agent shall have consented in writing in advance to disclose the opening of such account with the relevant bank and (ii) prior to the time of the opening of such account, the applicable Loan Party and/or make available the Subsidiaries thereof, as applicable, and such bank shall have executed and delivered to Buyer any Contract shall not be considered satisfied unless each amendmentAgent a tri-party blocked account agreement or such other agreement, supplement or modification in form and substance satisfactory to such Contract has been so disclosed and/or made available to BuyerAgent. The terms “Dollars” Loan Parties shall close any of their accounts (and “$” mean United States Dollars. establish replacement accounts in accordance with the foregoing sentence) promptly and in any event within thirty (30) days of notice from Agent that the creditworthiness of any bank holding an account is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within sixty (60) days of notice from Agent that the operating performance, funds transfer and/or availability procedures or performance with respect to accounts or lockboxes of the bank holding such accounts or Agent’s liability under any tri-party blocked account agreement or such other agreement with such bank is no longer acceptable in Agent’s reasonable judgment. (e) The phrases “made available,” “delivered to,” “provided to” Blocked Accounts, Disbursement Accounts, the Xxxxxx’x Concentration Account and the Concentration Account shall be cash collateral accounts, with all cash, checks and other similar items of payment in such accounts securing payment of the Revolving Credit Loan and all other Obligations, and in which the Loan Parties shall have granted a Lien to Agent, on behalf of itself and Lenders, pursuant to the Borrower Security Agreement or similar phrasesthe Subsidiary Security Agreement, when used in reference to any document made available to Buyer, shall mean only the documents uploaded as applicable. (f) All amounts deposited in the Electronic Data Room Collection Account shall be deemed received by Agent in accordance with Section 1.8 of the Agreement and shall be applied (and allocated) by Agent in accordance with Section 1.10 of the Agreement. In no event shall any amount be so applied unless and until such amount shall have been credited in immediately available funds to the Collection Account. (g) Each Loan Party shall and shall cause its Affiliates, officers, employees, agents, directors or delivered other Persons acting for or in concert with such Loan Party (each a “Related Person”) to Buyer (i) hold in trust for Agent, for the benefit of itself and Lenders, all checks, cash and other items of payment received by such Loan Party or its Representatives by email at least any such Related Person on behalf of any Loan Party, and (ii) within one (1) day prior Business Day after receipt by such Loan Party or any such Related Person of any checks, cash or other items or payment received on behalf of any Loan Party, deposit the same into a Blocked Account of such Loan Party. Each Loan Party and each Related Person thereof acknowledges and agrees that all cash, checks or items of payment constituting proceeds of Collateral are the property of Agent and Lenders. All proceeds of the sale or other disposition of any Collateral, shall be deposited directly into the applicable Blocked Accounts or the Concentration Account if required by Section 6.8 of the Agreement. Subject to making the deliveries otherwise required in the Agreement on a timely basis, the obligation of Agent and Lenders to make and/or continue any Revolving Credit Advances hereunder, to incur any Letter of Credit Obligations, or to take, fulfill, or perform any other action hereunder, are subject to the date hereof.satisfaction of the condition precedent that Agent and Lenders shall have received the following, in form and substance satisfactory to Agent, Lenders and their counsel, unless the context otherwise requires or as otherwise specified below:

Certain Matters of Construction. For purposes of this Agreement, except In addition to the definitions referred to as specified otherwise, set forth in the Section 1.1: (a) The words “hereof”, “herein”, “hereunder” and words of similar import will shall refer to this Agreement as a whole and not to any particular Section or provision of this Agreement, and reference to a particular Section of this Agreement will shall include all subsections thereof. The word “party” will refer ; (b) References to Buyera Section, Seller and the Company. The word “including” means including without limitation. The word “will” has the same meaning as the word “shall.” The word “or” Schedule or Exhibit are to a Section of, or Schedule or Exhibit to, this Agreement; (c) Definitions shall not be exclusive. Definitions will be equally applicable to both the singular and plural forms of the terms defined, and references to the ; (d) The masculine, feminine or and neuter gender will genders shall each include each the others; (e) The words “including” and “include” and other gender. All references in this Agreement to any Section, Exhibit or Schedule will, unless otherwise specified, words of similar import shall be deemed to be a reference followed by the phrase “without limitation”; (f) References to a Sectionagreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto (unless otherwise specified); (g) The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, Exhibit and no rule of strict construction shall be applied against any party; (h) Except as otherwise provided herein, any Person who holds Options shall be deemed to be the holder of the Registrable Securities obtainable upon exercise or Schedule conversion of the Options in connection with the transfer thereof or otherwise regardless of any restriction or limitation on the exercise or conversion of the Options; (i) Any Person who holds the Pamplona Warrant, the L Xxxxxxxxx Warrant or Convertible Notes shall be deemed to this Agreementbe the holder of the Registrable Securities obtainable upon exercise or conversion of the Pamplona Warrant, the L Xxxxxxxxx Warrant or Convertible Notes, as applicable, in each case as such may be amended in accordance herewith, all of which are made a part of this Agreement. Unless otherwise provided, references to a particular statute or regulation include all rules and regulations thereunder and any predecessor or successor statute, rules or regulation, in each case as amended connection with the transfer thereof or otherwise modified from time to time. References herein to regardless of any Contract restriction or limitation on the exercise or conversion of the Pamplona Warrant, of the L Xxxxxxxxx Warrant or of Convertible Notes, as applicable; and (including this Agreementj) means Whenever a percentage of one or more types of Securities is specified, such Contract as amended, supplemented percentage shall be calculated on the basis of the number of Registrable Securities represented by such one or modified from time to time in accordance with the terms thereof; provided, that, any requirement to disclose and/or make available to Buyer any Contract shall not be considered satisfied unless each amendment, supplement or modification to such Contract has been so disclosed and/or made available to Buyer. The terms “Dollars” and “$” mean United States Dollars. The phrases “made available,” “delivered to,” “provided to” or similar phrases, when used in reference to any document made available to Buyer, shall mean only the documents uploaded in the Electronic Data Room or delivered to Buyer or its Representatives by email at least one (1) day prior to the date hereofmore types.

Certain Matters of Construction. For purposes (a) The Parties 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 and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. (b) Section and subsection headings are not to be considered part of this Agreement, except are included solely for convenience, are not intended to be full or accurate descriptions of the content of the Sections or subsections of this Agreement and shall not affect the construction hereof. (c) Except as otherwise explicitly specified otherwiseto the contrary herein, (i) the words “"hereof”, “," "herein”, “," "hereunder” " and words of similar import will shall refer to this Agreement as a whole and not to any particular Section or provision subsection of this Agreement, Agreement and reference to a particular Section of this Agreement will shall include all subsections thereof. The word “party” will refer , (ii) references to Buyera Section, Seller and the Company. The word “including” Exhibit, Annex or Schedule means including without limitation. The word “will” has the same meaning as the word “shall.” The word “or” a Section of, or Exhibit, Annex or Schedule to this Agreement, unless another agreement is specified, (iii) definitions shall not be exclusive. Definitions will be equally applicable to both the singular and plural forms of the terms defined, and references to the masculine, feminine or neuter gender will shall include each other gender. All references in this Agreement to , (iv) the words "include," "includes," and "including" mean "including without limitation," (v) any Section, Exhibit or Schedule will, unless otherwise specified, be deemed to be a reference to a Section"$" or "dollars" means United States dollars, Exhibit or Schedule of or to this Agreement, in each case as such may be amended in accordance herewith, all of which are made a part of this Agreement. Unless otherwise provided, and (vi) references to a particular statute or regulation include all amendments thereto and all rules and regulations thereunder and any predecessor or successor statute, rules rule or regulation, in each case as amended or otherwise modified from time to time. References herein to any Contract (including this Agreement) means such Contract as amended, supplemented or modified from time to time in accordance with the terms thereof; provided, that, any requirement to disclose and/or make available to Buyer any Contract shall not be considered satisfied unless each amendment, supplement or modification to such Contract has been so disclosed and/or made available to Buyer. The terms “Dollars” and “$” mean United States Dollars. The phrases “made available,” “delivered to,” “provided to” or similar phrases, when used in reference to any document made available to Buyer, shall mean only the documents uploaded in the Electronic Data Room or delivered to Buyer or its Representatives by email at least one (1) day prior to the date hereof.

Certain Matters of Construction. For purposes of With reference to this Agreement, except as unless otherwise specified otherwise, the words “hereof”, “herein”, “hereunder” and words : (i) The definitions of similar import will refer terms herein shall apply equally to this Agreement as a whole and not to any particular Section or provision of this Agreement, and reference to a particular Section of this Agreement will include all subsections thereof. The word “party” will refer to Buyer, Seller and the Company. The word “including” means including without limitation. The word “will” has the same meaning as the word “shall.” The word “or” shall not be exclusive. Definitions will be equally applicable to both the singular and plural forms of the terms defined. Whenever the context may require, and references to any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or neuter gender will reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include each other gender. All such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in this Agreement, shall be construed to refer to this Agreement in its entirety and not to any particular provision thereof, (iv) all references in this Agreement to Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, this Agreement, (v) any Sectionreference to any law shall include all statutory and regulatory provisions consolidating, Exhibit amending, replacing or Schedule willinterpreting such law and any reference to any law or regulation shall, unless otherwise specified, be deemed refer to be a reference to a Section, Exhibit or Schedule of or to this Agreement, in each case as such may be amended in accordance herewith, all of which are made a part of this Agreement. Unless otherwise provided, references to a particular statute law or regulation include all rules and regulations thereunder and any predecessor as amended, modified or successor statute, rules or regulation, in each case as amended or otherwise modified supplemented from time to time. References herein to any Contract , and (including this Agreementv) means such Contract as amended, supplemented or modified from time to time in accordance with the terms thereof; provided, that, any requirement to disclose and/or make available to Buyer any Contract shall not be considered satisfied unless each amendment, supplement or modification to such Contract has been so disclosed and/or made available to Buyer. The terms words “Dollarsasset” and “$property” mean United States Dollars. The phrases 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. (ii) In the computation of periods of time from a specified date to a later specified date, the word “made available,from” means “delivered to,from and including;” the words “provided to” or similar phrases, when used in and “until” each mean “to but excluding;” and the word “through” means “to and including.” (iii) Section headings herein are included for convenience of reference to any document made available to Buyer, only and shall mean only not affect the documents uploaded in the Electronic Data Room or delivered to Buyer or its Representatives by email at least one (1) day prior to the date hereofinterpretation of this Agreement.

Certain Matters of Construction. For purposes of this Agreement, except as specified otherwise, the words “hereof”, “herein”, “hereunder” and words of similar import will refer to this Agreement as a whole and not to any particular Section or provision of this Agreement, and reference to a particular Section of this Agreement will include all subsections thereof. The word “party” will refer to Buyer, Seller and the Company. The word words “include” and “including” means mean including without limitation. The word “will” has the same meaning as the word “shall.” The word “or” shall not be exclusive. Definitions will be equally applicable to both the singular and plural forms of the terms defined, and references to the masculine, feminine or neuter gender will include each other gender. All references in this Agreement to any Section, Exhibit or Schedule will, unless otherwise specified, be deemed to be a reference to a Section, Exhibit or Schedule of or to this Agreement, in each case as such may be amended in accordance herewith, all of which are made a part of this Agreement. Unless otherwise provided, references to a particular statute or regulation include all rules and regulations thereunder and any predecessor or successor statute, rules or regulationregulations, in each case as amended or otherwise modified from time to time. References herein The words “to the extent” mean the degree to which a subject or other item extends and shall not simply mean “if”. When calculating periods of time before which, within which or following which any Contract (including act is to be done or step taken pursuant to this Agreement) means , the date that is the reference date in calculating such Contract as amendedperiod will be excluded, supplemented or modified from time to time and if the last day of such period is a non-Business Day, the period in accordance with question will end on the terms thereof; provided, that, any requirement to disclose and/or make available to Buyer any Contract shall not be considered satisfied unless each amendment, supplement or modification to such Contract has been so disclosed and/or next succeeding Business Day. The words “made available to Buyer. The terms “Dollars” and “$” mean United States Dollars. The phrases “made available,” “delivered to,” ”, “provided toto Buyer” or similar phrases, when phrases used in reference to any document made available to Buyer, this Agreement shall mean only the such documents uploaded in the Electronic Data Room or other materials were delivered to Buyer or its Representatives or were present in the electronic data room maintained by email the Company and/or Seller for purposes of the transactions contemplated by this Agreement, in each case, at least one (1) day Business Day prior to the date hereofof this Agreement.

Certain Matters of Construction. For purposes of this Agreement, except as specified otherwise, the words The terms “herein,” “hereof”, “herein”, ” and “hereunder” and other words of similar import will refer to this Agreement as a whole and not to any particular Section section, paragraph or provision subdivision. Any pronoun used shall be deemed to cover all genders. In the computation of this Agreement, and reference periods of time from a specified date to a particular Section of this Agreement will include all subsections thereof. The word “party” will refer to Buyerlater specified date, Seller and the Company. The word “including” means including without limitation. The word “will” has the same meaning as the word “shallfrom” means “from and including” and the words “to” and “until” each means “to but excluding.” The word “or” section titles, table of contents and list of exhibits appear as a matter of convenience only and shall not be exclusive. Definitions will be equally applicable to both affect the singular and plural forms of the terms defined, and references to the masculine, feminine or neuter gender will include each other gender. All references in this Agreement to any Section, Exhibit or Schedule will, unless otherwise specified, be deemed to be a reference to a Section, Exhibit or Schedule of or to this Agreement, in each case as such may be amended in accordance herewith, all of which are made a part interpretation of this Agreement. Unless otherwise provided, All references to a particular statute or regulation statutes shall include all related rules and implementing regulations thereunder and any predecessor or amendments of same and any successor statutestatutes, rules or regulation, in each case as amended or otherwise modified from time to time. References herein and regulations; to any Contract agreement, instrument or other documents (including this Agreementany of the DIP Loan Documents) means shall include any and all modifications and supplements thereto and any and all restatements, extensions or renewals thereof to the extent such Contract as amendedmodifications, supplemented supplements, restatements, extensions or modified from time to time in accordance with renewals of any such documents are permitted by the terms thereof; providedto any Person (including Lender or an Obligor) shall mean and include the successors and permitted assigns of such Person; to “including” and “include” shall be understood to mean “including, thatwithout limitation” (and, any requirement to disclose and/or make available to Buyer any Contract for purposes of each DIP Loan Document, the parties agree that the rule of ejusdem generis shall not be considered satisfied unless each amendmentapplicable to limit a general statement, supplement which is followed by or modification referable to such Contract has been so disclosed and/or made available an enumeration of specific matters to Buyer. The terms “Dollars” and “$” mean United States Dollars. The phrases “made available,” “delivered to,” “provided to” or matters similar phrases, when used in reference to any document made available the matters specifically mentioned); to Buyer, the time of day shall mean only the documents uploaded time of day on the day in question in Atlanta, Georgia, unless otherwise expressly provided in this Agreement; or to the Electronic Data Room “discretion” of Lender shall mean the sole and absolute discretion of Lender. A Default or delivered an Event of Default shall be deemed to Buyer exist at all times during the period commencing on the date that such Default or its Representatives by email at least one (1) day prior Event of Default occurs to the date hereofon which such Default or Event of Default is waived in writing by Lender pursuant to this Agreement or, in the case of a Default, is cured within any period of cure expressly provided in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by Lender. All calculations of Value shall be in Dollars, all Revolver Loans shall be funded in Dollars and all Obligations shall be repaid in Dollars (except as otherwise provided in the definition of LC Obligations). In the event that any Letter of Credit is issued hereunder in a foreign currency, for purposes of calculating the amount of the Aggregate Revolver Outstandings, the LC Obligations and the Undrawn Amount as of any date of determination the foreign currency amount of such Letter of Credit shall be converted to Dollars by Lender using such exchange rates as Lender reasonably deems appropriate under the circumstances at such time. Whenever the phrase “to the best of Obligors’ knowledge” or words of similar import relating to the knowledge or the awareness of an Obligor are used in this Agreement or other DIP Loan Documents, such phrase shall mean and refer to the actual knowledge of a Senior Officer of a Borrower.

Certain Matters of Construction. For purposes 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 of the provisions of this Agreement. Section and subsection headings are not to be considered part of this Agreement, except are included solely for convenience, are not intended to be full or accurate descriptions of the content of the Sections or subsections of this Agreement and shall not affect the construction hereof. Except as otherwise explicitly specified otherwiseto the contrary herein, (i) the words “hereof”, ,” “herein,” “hereby”, “hereunder” and words of similar import will shall refer to this Agreement as a whole and not to any particular Section or provision subsection of this Agreement, Agreement and reference to a particular Section of this Agreement will shall include all subsections thereof. The word “party” will refer , (ii) references to Buyera Section, Seller and the Company. The word “including” Exhibit, or Schedule means including without limitation. The word “will” has the same meaning as the word “shall.” The word “or” a Section of, or Exhibit, or Schedule to this Agreement, (iii) definitions shall not be exclusive. Definitions will be equally applicable to both the singular and plural forms of the terms defined, and references to the masculine, feminine or neuter gender will shall include each other gender. All references in this Agreement to any Section, Exhibit or Schedule will(iv) the words “include”, unless otherwise specified, “includes” and “including” shall be deemed to be a followed by the words “without limitation”, (v) any reference to a Section, Exhibit “$” or Schedule of or to this Agreement, in each case as such may be amended in accordance herewith, all of which are made a part of this Agreement. Unless otherwise provided, “dollars” means United States dollars and (vi) references to a particular statute or regulation include all rules and regulations thereunder and any predecessor or successor statute, rules rule or regulation, in each case as amended or otherwise modified from time to time. References herein to any Contract (including this Agreement) means such Contract as amended, supplemented or modified from time to time in accordance with the terms thereof; provided, that, any requirement to disclose and/or make available to Buyer any Contract shall not be considered satisfied unless each amendment, supplement or modification to such Contract has been so disclosed and/or made available to Buyer. The terms “Dollars” and “$” mean United States Dollars. The phrases “made available,” “delivered to,” “provided to” or similar phrases, when used in reference to any document made available to Buyer, shall mean only the documents uploaded in the Electronic Data Room or delivered to Buyer or its Representatives by email at least one (1) day prior to the date hereof.

Certain Matters of Construction. For purposes (a) Unless otherwise specifically provided herein, any accounting term used in this Agreement shall have the meaning customarily given such term in accordance with GAAP, and all financial computations hereunder shall be computed in accordance with GAAP consistently applied. That certain items or computations are explicitly modified by the phrase “in accordance with GAAP” shall in no way be construed to limit the foregoing. (b) All other undefined terms contained in any of the Loan Documents shall, unless the context indicates otherwise, have the meanings provided for by the Code as in effect in the State of California to the extent the same are used or defined therein. Unless otherwise specified, reference in this Agreement or any of the Appendices to a Section, subsection or clause refer to such Section, subsection or clause as contained in this Agreement, except as specified otherwise, the . The words “herein,” “hereof”, “herein”, ” and “hereunder” and other words of similar import will refer to this Agreement as a whole whole, including all Annexes, Exhibits and Schedules, as the same may from time to time be amended, restated, modified or supplemented, and not to any particular Section section, subsection or provision of this Agreement, and reference to a particular Section of clause contained in this Agreement will or any such Annex, Exhibit or Schedule. (c) Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include all subsections thereof. The word “party” will refer to Buyer, Seller and the Company. The word “including” means including without limitation. The word “will” has the same meaning as the word “shall.” The word “or” shall not be exclusive. Definitions will be equally applicable to both the singular and plural forms of the terms definedplural, and references to pronouns stated in the masculine, feminine or neuter gender will shall include each other genderthe masculine, feminine and neuter genders. All references in this Agreement to any SectionThe words “including”, Exhibit or Schedule will, unless otherwise specified, “includes” and “include” shall be deemed to be a reference followed by the words “without limitation;” references to a Section, Exhibit or Schedule of or Persons include their respective successors and assigns (to this Agreementthe extent and only to the extent permitted by the Loan Documents) or, in each the case as of governmental Persons, Persons succeeding to the relevant functions of such may be amended in accordance herewith, Persons; and all of which are made a part of this Agreement. Unless otherwise provided, references to statutes and related regulations shall include any amendments of the same and any successor statutes and regulations. Whenever any provision in any Loan Document refers to the knowledge (or an analogous phrase) of Borrower, such words are intended to signify that Borrower has actual knowledge or awareness of a particular statute fact or regulation include all rules and regulations thereunder and any predecessor circumstance or successor statutethat Borrower, rules if it had exercised reasonable diligence, would have known or regulation, in each case as amended been aware of such fact or otherwise modified from time to time. References herein to any Contract (including this Agreement) means such Contract as amended, supplemented or modified from time to time in accordance with the terms thereof; provided, that, any requirement to disclose and/or make available to Buyer any Contract shall not be considered satisfied unless each amendment, supplement or modification to such Contract has been so disclosed and/or made available to Buyer. The terms “Dollars” and “$” mean United States Dollars. The phrases “made available,” “delivered to,” “provided to” or similar phrases, when used in reference to any document made available to Buyer, shall mean only the documents uploaded in the Electronic Data Room or delivered to Buyer or its Representatives by email at least one (1) day prior to the date hereofcircumstance.