Common use of Construction of Certain Terms and Phrases Clause in Contracts

Construction of Certain Terms and Phrases. Unless the context of this Agreement otherwise requires: (a) words of either gender include the other gender; (b) words using the singular or plural also include the plural or singular, respectively; (c) the terms “hereof,” “herein,” “hereby,” “hereto” and similar words refer to this entire Agreement and not any particular Article, Section, Clause, Exhibit, Appendix or Schedule or any other subdivision of this Agreement; (d) references to “Article,” “Section,” “Clause,” “Exhibit,” “Appendix” or “Schedule” are to the Articles, Sections, Clauses, Exhibits, Appendices and Schedules, respectively, of this Agreement; (e) the words “include” or “including” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import; (f) the word “or” is not exclusive; and (g) references to “this Agreement” or any other agreement or document shall be construed as a reference to such agreement or document, including any Exhibits, Appendices, Attachments and Schedules thereto, as amended, modified or supplemented and in effect from time to time. Whenever this Agreement refers to a day or a number of days, such day or number shall refer to calendar days unless Business Days are specified. If a date specified herein for giving any notice or taking any action is not a Business Day, then the date for giving such notice or taking such action shall be the next day that is a Business Day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under generally accepted accounting principles as promulgated by the Financial Accounting Standards Board and as in effect on the Effective Date.

Construction of Certain Terms and Phrases. Unless the context of this Agreement otherwise requires: (a) words of either any gender include the each other gender; (b) words using the singular or plural number also include the plural or singularsingular number, respectively; (c) the terms “"hereof,” “", "herein,” “", "hereby,” “", "hereto” " and similar words refer to this entire Agreement and not any particular Article, Section, Clause, Exhibit, Appendix or Schedule or any other subdivision of this Agreement; (d) references to “"Article,” “", "Section,” “", "Clause,” “", "Exhibit,” “", "Appendix” " or “"Schedule” " are to the Articles, Sections, Clauses, Exhibits, Appendices and Schedules, respectively, of this Agreement; (e) the words “"include” " or “"including” " shall be deemed to be followed by “"without limitation” " or “"but not limited to” " whether or not they are followed by such phrases or words of like import; and (f) the word “or” is not exclusive; and (g) references to “"this Agreement” " or any other agreement or document shall be construed as a reference to such agreement or document, including any Exhibits, Appendices, Attachments and Schedules thereto, document as amended, modified or supplemented and in effect from time to timetime and shall include a reference to any document which amends, modifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms. Whenever this Agreement refers to a day or a number of days, such day or number shall refer to calendar days unless Business Days are specified. If a date specified herein for giving any notice or taking any action is not a Business Day, then the date for giving such notice or taking such action shall be the next day that is a Business Day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under generally accepted accounting principles as promulgated by the Financial Accounting Standards Board and as in effect on the Effective Closing Date.

Construction of Certain Terms and Phrases. ‌ Unless the context of this Agreement otherwise requires: (a) words of either gender include the other gender; (b) words using the singular or plural also include the plural or singular, respectively; (c) the terms “hereof,” “herein,” “hereby,” “hereto” and similar words refer to this entire Agreement and not any particular Article, Section, Clause, Exhibit, Appendix or Schedule or any other subdivision of this Agreement; (d) references to “Article,” “Section,” “Clause,” “Exhibit,” “Appendix” or “Schedule” are to the Articles, Sections, Clauses, Exhibits, Appendices and Schedules, respectively, of this Agreement; (e) the words “include” or “including” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import; (f) the word “or” is not exclusive; and (g) references to “this Agreement” or any other agreement or document shall be construed as a reference to such agreement or document, including any Exhibits, Appendices, Attachments and Schedules thereto, as amended, modified or supplemented and in effect from time to time. Whenever this Agreement refers to a day or a number of days, such day or number shall refer to calendar days unless Business Days are specified. If a date specified herein for giving any notice or taking any action is not a Business Day, then the date for giving such notice or taking such action shall be the next day that is a Business Day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under generally accepted accounting principles as promulgated by the Financial Accounting Standards Board and as in effect on the Effective Date.

Construction of Certain Terms and Phrases. Unless the context of this Agreement otherwise requires: (a) words of either gender include the other gender; (b) words using the singular or plural also include the plural or singular, respectively; (c) the terms “hereof,” “herein,” “hereby,” “hereto” and similar words refer to this entire Agreement and not any particular Article, Section, Clause, Exhibit, Appendix or Schedule or any other subdivision of this Agreement; (d) references to “Article,” “Section,” “Clause,” “Exhibit,” “Appendix” or “Schedule” are to the Articles, Sections, Clauses, Exhibits, Appendices and Schedules, respectively, of this Agreement; (e) the words “include” or “including” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import; and (f) the word “or” is not exclusive; and (g) references to “this Agreement” or any other agreement or document shall be construed as a reference to such agreement or document, including any Exhibits, Appendices, Attachments and Schedules thereto, as amended, restated, amended and restated, modified or supplemented and in effect from time to timetime and shall include a reference to any document that amends, modifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms. Whenever this Agreement refers to a day or a number of days, such day or number shall refer to calendar days unless Business Days are specified. If A reference to legislation or to a date specified herein provision of legislation includes a modification, codification, replacement, amendment or re-enactment of it, a legislative provision substituted for giving it and a rule, regulation or statutory instrument issued under it. A reference to writing includes a facsimile or electronic transmission and any notice means of reproducing words in a tangible and permanently visible form. A reference to conduct includes an omission, statement or taking undertaking, whether or not in writing. A Default or Event of Default exists until it has been waived in writing in accordance with the provisions of this Agreement. The words “hereof,” “herein,” “hereunder” and similar words refer to this Agreement as a whole and not to any action is not a Business Dayparticular provision of this Agreement, then unless the date for giving context clearly requires or the language provides otherwise. A reference to any time means New York time. This Agreement may use several different limitations, tests or measurements to regulate the same or similar matters. All such notice or taking such action limitations, tests and measurements are cumulative and shall each be the next day that is a Business Dayperformed in accordance with their respective terms. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under generally accepted accounting principles as promulgated by the Financial Accounting Standards Board and GAAP as in effect on the Effective Datedate hereof. All terms used in Articles 8 and 9 of the UCC, and used but not specifically defined herein, are used herein as defined in such Articles 8 and 9. A reference to “fiscal year” and “fiscal quarter” means the fiscal periods of the applicable Person referenced therein. Unless otherwise defined herein, terms used herein and in the other Loan Documents that are defined in the Uniform Commercial Code, from time to time in effect in the State of New York, shall have the meanings given to them therein. Except where otherwise expressly stated, each of the Agent, the Required Lenders and the Lenders may give or withhold, or give conditionally, approvals and consents, and may form opinions and make determinations, in its sole discretion subject in all cases to the implied covenant of good faith and fair dealing. Reference in any Loan Document to the Agent’s or any Xxxxxx’s discretion shall mean, unless otherwise expressly stated herein or therein, the Agent’s or such Xxxxxx’s sole discretion, respectively, and the exercise of such discretion shall be final and conclusive subject in all cases to the implied covenant of good faith and fair dealing. In addition, except where a different standard is specified, in any Loan Document whenever the Agent or any Lender has a decision or right of determination, opinion or request, exercises any right given to it to agree, disagree, accept, consent, grant waivers, take action or no action or to approve or disapprove, or any arrangement or term is to be satisfactory or acceptable to or approved by (or any similar language or terms) the Agent or such Lender, respectively, the decision of the Agent or each Lender, respectively, with respect thereto shall be in the sole discretion of the Agent or each Lender, respectively, and such decision shall be final and conclusive subject in all cases to the implied covenant of good faith and fair dealing. Any requirement of good faith, discretion or judgment by the Agent or any Lender shall not be construed to require the Agent or any Lender to request or await receipt of information or documentation not immediately available from or with respect to the Borrowers or the Eligible Properties. A reference to a document includes an agreement in writing or a certificate, notice, instrument, document and any information stored in electronic format. Whenever a Person is required to provide any document to a Lender under any Loan Document, the relevant document shall be provided in writing or printed form unless such Lender requests otherwise. At the request of any Lender, the document shall be provided in computer disk form or both printed and computer disk form. The Loan Documents are the result of negotiations between the applicable Parties to each Loan Document, have been reviewed by counsel to each applicable Party, and are the product of all of the applicable Parties to each respective Loan Document. No rule of construction shall apply to disadvantage one Party on the ground that such Party proposed or was involved in the preparation of any particular provision of the Loan Documents or the Loan Documents themselves.

Construction of Certain Terms and Phrases. Unless the context of this Agreement otherwise requires: (a) words of either gender include the all other gendergenders; (b) words using the singular or plural also include the plural or singular, respectively; (c) the terms “hereof,” “herein,” “hereby,” “hereto” and similar words refer to this entire Agreement and not any particular Article, Section, Clause, Exhibit, Appendix or Schedule or any other subdivision of this Agreement; (d) references to “Article,” “Section,” “Clause,” “Exhibit,” “Appendix” or “Schedule” are to the Articles, Sections, Clauses, Exhibits, Appendices and Schedules, respectively, of this Agreement; (e) the words “include” or “including” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import; (f) the word “or” is not exclusive; and (g) references to “this Agreement” or any other agreement or document shall be construed as a reference to such agreement or document, including any Exhibits, Appendices, Attachments and Schedules thereto, as amended, modified or supplemented and in effect from time to time. Whenever this Agreement refers to a day or a number of days, such day or number shall refer to calendar days unless Business Days are specified. If a date specified herein for giving any notice or taking any action under this Agreement is required to be taken on a day that is not a Business Day, then the date time for giving such notice or taking performance of such action shall be extended until the next day that is a succeeding Business Day. All references to a time of day in this Agreement refer to such time of day in Denver, Colorado. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under generally accepted accounting principles as promulgated by the Financial Accounting Standards Board and GAAP as in effect on the Effective Datedate hereof.

Construction of Certain Terms and Phrases. ‌ Unless the context of this Agreement otherwise requires: (a) words of either gender include the other gender; (b) words using the singular or plural also include the plural or singular, respectively; (c) the terms “hereof,” “herein,” “hereby,” “hereto” and similar words refer to this entire Agreement and not any particular Article, Section, Clause, Exhibit, Appendix or Schedule or any other subdivision of this Agreement; (d) references to “Article,” “Section,” “Clause,” “Exhibit,” “Appendix” or “Schedule” are to the Articles, Sections, Clauses, Exhibits, Appendices and Schedules, respectively, of this Agreement; (e) the words “include” or “including” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import; (f) the word “or” is not exclusive; and (g) references to “this Agreement” or any other agreement or document shall be construed as a reference to such agreement or document, including any Exhibits, Appendices, Attachments and Schedules thereto, as amended, modified or supplemented and in effect from time to time. Whenever this Agreement refers to a day or a number of days, such day or number shall refer to calendar days unless Business Days are specified. If a date specified herein for giving any notice or taking any action is not a Business Day, then the date for giving such notice or taking such action shall be the next day that is a Business Day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under generally accepted accounting principles as promulgated by the Financial Accounting Standards Board and as in effect on the Effective Date.. REPRESENTATIONS AND WARRANTIES‌

Construction of Certain Terms and Phrases. Unless the context of this Agreement otherwise requires: , (ai) words of either any gender include the each other gender; (bii) words using the singular or plural number also include the plural or singularsingular number, respectively; (ciii) the terms “"hereof,” “" "herein,” “" "hereby,” “hereto” " and derivative or similar words refer to this entire Agreement Agreement; (iv) references to Articles, Sections (or subdivisions of Sections), Exhibits, Annexes or Schedules are to this Agreement; and not (v) the phrases "ordinary course of business" and "ordinary course of business consistent with past practice" refer to the business and practice of the Company or a Subsidiary; (vi) references to agreements and other contractual instruments shall be deemed to include all subsequent amendments, extensions and other modifications to such instruments (without, however, limiting any particular Articleprohibition on any such amendments, Section, Clause, Exhibit, Appendix or Schedule or any extensions and other subdivision modifications by the terms of this Agreement); (dvii) references to “Article,” “Section,” “Clause,” “Exhibit,” “Appendix” statutes or “Schedule” regulations are to be construed as including all statutory or regulatory provisions consolidating, amending or replacing the Articles, Sections, Clauses, Exhibits, Appendices and Schedules, respectively, of this Agreementstatute or regulation referred to; (eviii) references to "writing" include printing, typing, lithography and other means of reproducing words in a tangible visible form; (ix) the words “"including," "includes" and "include” or “including” " shall be deemed to be followed by “the words "without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import; (f) the word “or” is not exclusive"; and (gx) references to “this Agreement” Persons include their respective permitted successors and assigns and, in the case of Governmental or any other agreement Regulatory Authorities, Governmental or document shall be construed as a reference Regulatory Authorities succeeding to such agreement or document, including any Exhibits, Appendices, Attachments their respective functions and Schedules thereto, as amended, modified or supplemented and in effect from time to timecapacities. Whenever this Agreement refers to a day or a number of days, such day or number shall refer to calendar days unless Business Days are specified. If a date specified herein for giving any notice or taking any action is not a Business Day, then the date for giving such notice or taking such action shall be the next day that is a Business Day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under generally accepted accounting principles as promulgated by the Financial Accounting Standards Board and as in effect on the Effective DateGAAP.

Construction of Certain Terms and Phrases. Unless Except where the context of this Agreement otherwise requires: expressly requires otherwise, (a) words the use of any gender herein shall be deemed to encompass references to either gender include or both genders, and the other gender; (b) words using use of the singular or plural also shall be deemed to include the plural or singular(and vice versa), respectively; (c) the terms “hereof,” “herein,” “hereby,” “hereto” and similar words refer to this entire Agreement and not any particular Article, Section, Clause, Exhibit, Appendix or Schedule or any other subdivision of this Agreement; (d) references to “Article,” “Section,” “Clause,” “Exhibit,” “Appendix” or “Schedule” are to the Articles, Sections, Clauses, Exhibits, Appendices and Schedules, respectively, of this Agreement; (eb) the words “include”, “includes” or and “including” shall be deemed to be followed by the phrase “without limitation,” (c) the word “will” shall be construed to have the same meaning and effect as the word “shall,” (d) any definition of or “but not limited to” whether reference to any agreement, instrument or not they are followed by other document herein shall be construed as referring to such phrases agreement, instrument or words of like import; 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), (e) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Sections, Exhibits or Schedules shall be construed to refer to Sections, Exhibits or Schedules of this Agreement, and references to this Agreement include all Exhibits and Schedules hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and instant messaging), (j) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof and (k) the term “or” is not exclusive; and (g) references to “this Agreement” or any other agreement or document shall be construed as a reference to such agreement or document, including any Exhibits, Appendices, Attachments and Schedules thereto, as amended, modified or supplemented and interpreted in effect from time to time. Whenever this Agreement refers to a day or a number of days, such day or number shall refer to calendar days unless Business Days are specified. If a date specified herein for giving any notice or taking any action is not a Business Day, then the date for giving such notice or taking such action shall be inclusive sense commonly associated with the next day that is a Business Day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under generally accepted accounting principles as promulgated by the Financial Accounting Standards Board and as in effect on the Effective Dateterm “and/or.”

Construction of Certain Terms and Phrases. Unless the context of this Agreement otherwise requires: (ai) words of either any gender include the each other gender; (bii) words using the singular or plural number also include the plural or singularsingular number, respectively; (ciii) the terms “"hereof,” “" "herein,” “" "hereby,” “hereto” " and derivative or similar words refer to this entire Agreement and not any particular Article, Agreement; (iv) the term "Section, Clause, Exhibit, Appendix or Schedule or any other subdivision " refers to the specified Section of this Agreement; (dv) references to “Article,” “Section,” “Clause,” “Exhibit,” “Appendix” or “Schedule” are the phrase "ordinary course of business" refers to the Articles, Sections, Clauses, Exhibits, Appendices and Schedules, respectively, business of this AgreementTarget as currently conducted; (evi) whenever the words “"include” ," "includes" or “"including” " are used in this Agreement they shall be deemed to be followed by “the words "without limitation” or “but not limited to” whether or not they are followed ;" (vii) the phrase "made available" shall mean that the information referred to has been made available if requested by the party to whom such phrases or words of like importinformation is to be made available; (fviii) the word “or” is not exclusive; and (g) references to “this Agreement” or any other agreement or document shall be construed as a reference to such agreement or document, including any Exhibits, Appendices, Attachments and Schedules thereto, as amended, modified or supplemented and in effect from time to time. Whenever whenever this Agreement refers to a day or a number of days, such day or number shall refer to calendar days unless Business Days are specified. If a date specified herein for giving any notice or taking any action is not a Business Day, then the date for giving such notice or taking such action shall be the next day that is a Business Day. All ; (ix) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; (x) any representation or warranty contained herein as to the enforceability of a Contract shall be subject to the effect and limitations of any bankruptcy, insolvency, reorganization, moratorium or other similar law affecting the enforcement of creditors' rights generally accepted accounting and to general equitable principles as promulgated by (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (xi) the Financial Accounting Standards Board table of contents and as headings contained in effect on this Agreement are for reference purposes only and shall not affect in any way the Effective Datemeaning or interpretation of this Agreement.

Construction of Certain Terms and Phrases. Unless the context of this Agreement otherwise requires: (ai) words of either any gender include the each other gender; (bii) words using the singular or plural number also include the plural or singularsingular number, respectively; (ciii) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement and not any particular Agreement; (iv) the terms “Article, ” or “Section, Clause, Exhibit, Appendix ” refer to the specified Article or Schedule or any other subdivision Section of this Agreement; (dv) references to “Article,” “Section,” “Clause,” “Exhibit,” “Appendix” or “Schedule” are to the Articles, Sections, Clauses, Exhibits, Appendices and Schedules, respectively, of this Agreement; (e) whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation;” or (vi) the phrase “but not limited tomade available” whether or not they are followed shall mean that the information referred to has been made available if requested by the party to whom such phrases or words of like importinformation is to be made available; (fvii) the word “or” is not exclusive; and (g) references to “this Agreement” or any other agreement or document shall be construed as a reference to such agreement or document, including any Exhibits, Appendices, Attachments and Schedules thereto, as amended, modified or supplemented and in effect from time to time. Whenever whenever this Agreement refers to a day or a number of days, such day or number shall refer to calendar days unless Business Days are specified. If a date specified herein for giving any notice or taking any action is not a Business Day, then the date for giving such notice or taking such action shall be the next day that is a Business Day. All ; (viii) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under United States generally accepted accounting principles as promulgated by the Financial Accounting Standards Board and as in effect at an applicable time, applied on a consistent basis (“GAAP”); (ix) any representation or warranty contained herein as to the Effective Dateenforceability of a Contract shall be subject to the effect and limitations of any bankruptcy, insolvency, reorganization, moratorium or other similar law affecting the enforcement of creditors’ rights generally and to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (x) the table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Construction of Certain Terms and Phrases. Unless the context of this Agreement otherwise requires: (a) words of either gender include the other gender; (b) words using the singular or plural also include the plural or singular, respectively; (c) the terms “hereof,” “herein,” “hereby,” “hereto” and similar words "Article" or "Section" refer to the specified Article or Section of this entire Agreement and not any particular Article, Section, Clause, Exhibit, Appendix or Schedule or any other subdivision the phrase "ordinary course of this Agreement; (d) references to “Article,” “Section,” “Clause,” “Exhibit,” “Appendix” or “Schedule” are business" refers to the Articles, Sections, Clauses, Exhibits, Appendices and Schedules, respectively, business of this Agreement; (e) Sellers in connection with the words “include” or “including” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import; (f) the word “or” is not exclusive; and (g) references to “this Agreement” or any other agreement or document shall be construed as a reference to such agreement or document, including any Exhibits, Appendices, Attachments and Schedules thereto, as amended, modified or supplemented and in effect from time to timeBusiness. Whenever this Agreement refers to a day or a number of days, such day or number shall refer to calendar days unless Business Days are specified. If a date specified herein for giving any notice or taking any action is not a Business Day, then the date for giving such notice or taking such action shall be the next day that is a Business Day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. Any representation or warranty contained herein as to the enforceability of a Contract shall be subject to the effect of any bankruptcy, insolvency, reorganization, moratorium or other similar law affecting the enforcement of creditors' rights generally accepted accounting and to general equitable principles as promulgated (regardless of whether such enforceability is considered in a proceeding in equity or at Law). Unless the context of this Agreement clearly requires otherwise: (i) references to the plural include the singular and vice versa; (ii) references to any Person include such Person's successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement; (iii) references to one gender include all genders; (iv) "including" is not limiting; (v) "or" has the inclusive meaning represented by the Financial Accounting Standards Board phrase "and/or"; (vi) the words "hereof," "herein," "hereby," "hereunder" and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement; (vii) reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended or modified and in effect on from time to time in accordance with the Effective Dateterms thereof and, if applicable, the terms hereof; and (viii) general or specific references to any Law mean such Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, unless the effect thereof is to reduce, limit or otherwise prejudicially affect any obligation or any right, power or remedy hereunder, in which case such amendment, modification, codification or reenactment will not, to the maximum extent permitted by applicable Law, form part of this Agreement and is to be disregarded for purposes of the construction and interpretation hereof.

Construction of Certain Terms and Phrases. Unless the context of this Agreement otherwise requires: , (ai) words of either any gender include the each other gender; (bii) words using the singular or plural number also include the plural or singularsingular number, respectively; (ciii) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement and not any particular Agreement; (iv) the terms “Article, ” or “Section, Clause, Exhibit, Appendix ” refer to the specified Article or Schedule or any other subdivision Section of this Agreement; and (dv) references to the phrases “Article,ordinary course of business” and “Section,ordinary course of business consistent with past practice” “Clause,” “Exhibit,” “Appendix” or “Schedule” are refer to the Articles, Sections, Clauses, Exhibits, Appendices business and Schedules, respectively, practice of this Agreement; (e) Seller in connection with the words “include” or “including” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import; (f) the word “or” is not exclusive; and (g) references to “this Agreement” or any other agreement or document shall be construed as a reference to such agreement or document, including any Exhibits, Appendices, Attachments and Schedules thereto, as amended, modified or supplemented and in effect from time to timeBusiness. Whenever this Agreement refers to a day or a number of days, such day or number shall refer to calendar days unless Business Days are specified. If a date specified herein for giving any notice or taking any action is not a Business Day, then the date for giving such notice or taking such action shall be the next day that is a Business Day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under generally accepted accounting principles GAAP. EXHIBIT B-1 FIRST PROMISSORY NOTE $250,000 [__________], 2011 FOR VALUE RECEIVED, the undersigned, NG WASHINGTON III, LLC, a Washington limited liability company (“NG”) hereby unconditionally promises to pay on December 15, 2013 (the “Maturity Date”) to the order of 3 POINT, INC., a Washington corporation (“3 Point”), at its principal corporate office or at such other location as promulgated 3 Point shall designate in writing, in lawful money of the United States of America and in immediately available funds, the aggregate principal amount of TWO HUNDRED AND FIFTY THOUSAND AND 00/100 Dollars ($250,000), or such lesser principal amount then outstanding as set forth below (such amount as may be adjusted from time to time, the “Principal Amount”). NG shall pay interest at such office on the unpaid Principal Amount in accordance with the terms and provisions hereof. The outstanding Principal Amount of this Note shall bear interest at a rate per annum equal to six (6.0%) percent and shall be due and payable concurrently with the payment of any Principal Amount under this Note. Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed. Contemporaneously with the execution and delivery of this Note, 3 Point is selling certain assets to NG under the Asset Purchase Agreement dated as of May 20, 2011 by and among NG, 3 Point and Xxxxxxx Xxx, individually (the “Agreement”). This Note and the Principal Amount payable hereunder shall be deemed to be a portion of the Purchase Price for the purchase of the assets by NG as set forth in Section 1.3(c) of the Agreement. NG shall pay the Principal Amount in three (3) installments which shall be payable as follows: (i) the Principal Amount of ONE HUNDRED THOUSAND AND 00/100 DOLLARS ($100,000), plus all accrued and unpaid interest on the outstanding Principal Amount, shall be due and payable on December 15, 2011, (ii) the Principal Amount of ONE HUNDRED THOUSAND AND 00/100 DOLLARS ($100,000), plus all accrued and unpaid interest on the outstanding Principal Amount, shall be due and payable on December 15, 2012 and (iii) the remaining Principal Amount of FIFTY THOUSAND AND 00/100 DOLLARS ($50,000), plus all accrued and unpaid interest on the outstanding Principal Amount, shall be due and payable on the Maturity Date. On the Maturity Date, any installment amount not yet paid by NG to 3 Point shall be paid in full by NG to 3 Point, and NG shall have no further obligations with respect to the Note whatsoever. Each of the following events shall constitute an event of default (each, an “Event of Default”) under this Note: (a) failure of NG to pay any Principal Amount or interest thereon when due under this Note, which failure continues for more than ten (10) days after NG’s receipt of written notice from 3 Point of any such failure; or (b) any petition shall be filed or any case commenced by or against NG under any law respecting bankruptcy, insolvency, fraudulent conveyance or relief of debtors and, if instituted against NG, shall not be dismissed within ninety (90) days after such institution, or NG or shall otherwise take advantage of any such law. Any notice or other communication which is required or permitted to be made under this Note shall be sent in writing to NG or 3 Point, as applicable, to the address set forth in the Agreement. Such notice or other communication shall be sent by hand, by registered or certified mail (with return receipt), or by other nationally recognized overnight delivery service and shall be deemed to be received by NG or 3 Point, as applicable, upon the earlier of the actual receipt of such notice by the Financial Accounting Standards Board recipient or three (3) days following the sending of notice by NG or 3 Point, as applicable, by any of the foregoing methods. Upon the occurrence and as in effect during the continuance of an Event of Default (a “Default”), this Note shall bear interest on the Effective outstanding Principal Amount from the date of such Default until such time as such Default is cured or this Note is paid in full, at a per annum rate of interest of twelve (12%) percent. Notwithstanding the foregoing, in the event that such interest rate would exceed the maximum interest rate permitted by law, the interest rate on this Note shall be such legally permitted interest rate. Upon a Default, the remaining Principal Amount and accrued interest on this Note shall be accelerated and shall be immediately due and payable. Upon a Default, NG shall pay to 3 Point all expenses and costs of collection including, without limitation, reasonable attorney’s costs and fees including those in connection with any bankruptcy or insolvency proceeding. Any judgment on this Note recovered by 3 Point shall bear interest at the default rate of interest. Payment of the Principal Amount and interest thereon shall be subject to NG’s set-off rights for claims against 3 Point under Section 10.03 of the Agreement. In the event of such a set-off, the Principal Amount shall be deemed immediately reduced by the amount of such set-off. If it is determined in accordance with Article X of the Agreement or a court of competent jurisdiction that NG was not entitled to set-off rights with respect to any amount hereunder (the “Set-Off Amount”), the Set-Off Amount shall bear interest from the date of set-off until the Set-Off Amount is paid in full, at a per annum rate of interest which shall equal twelve (12%) percent. Notwithstanding the foregoing, in the event that such interest rate provided would exceed the maximum interest rate permitted by law, the interest rate on this Note shall be such maximum interest rate. This Note may not be changed orally, but only by an agreement in writing, signed by the party against whom enforcement of any waiver, change modification or discharge is sought. This Note shall be and remains in full force until the entire amount due is paid in full or until the Maturity Date, whichever comes first. NG hereby waives presentment, demand for payment, protest and notice of dishonor of this Note. Any suit, action or proceeding by NG or 3 Point relating to the enforcement or interpretation of this Note shall be subject to the exclusive jurisdiction of the state or federal courts located in the State of Washington. A Default hereunder shall be deemed to be a default occurring in the State of Washington by virtue of a failure to perform an act required to be performed in the State of Washington, and NG and 3 Point, for themselves and their successors, irrevocably and expressly agree to submit to the exclusive jurisdiction of the state or federal courts located in the State of Washington for the purpose of enforcing the terms of this Note or the transactions contemplated thereby. NG and 3 Point irrevocably waive (for themselves and their successors), to the fullest extent permitted by law, any objection they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Note or any judgment entered by any state or federal courts located in the State of Washington or any rights to a trial by jury, and further irrevocably waive any claim that any suit, action or proceeding brought in the state or federal courts located in the State of Washington has been brought in an inconvenient forum. At any time or from time to time following the date of this Note, NG shall have the right to prepay any Principal Amount or interest amounts owed on this Note, in whole or in part, without restriction, limitation, premium or penalty. In the event of a prepayment by NG, NG shall receive a credit against payment of the Principal Amount or interest equal to the amount of such prepayment. This Note is binding upon NG and its successors and assigns and shall inure to the benefit of 3 Point and its successors. 3 Point and its permitted assignee, if any, shall not assign this Note without the prior written consent of NG except that, following prior written notice to NG, 3 Point may assign its rights under this Note to Xx. Xxxxxxx Xxx. Following any such assignment, this Note shall remain subject to the terms and conditions of the Agreement. NOTICE CONCERNING ORAL AGREEMENTS Oral agreements or oral commitments to lend money, extend credit or to forbear from enforcing repayment of a debt are not enforceable under Washington law. This Note and the rights and obligations of the parties hereto shall be subject to and governed by the laws of the State of Washington.

Construction of Certain Terms and Phrases. Unless the context of this Agreement otherwise requires: (a) words of either gender include the other gender; (b) words using the singular or plural also include the plural or singular, respectively; (c) the terms “hereof,” “herein,” “hereby,” “hereto” and similar words refer to this entire Agreement and not any particular Article, Section, Clause, Exhibit, Appendix or Schedule or any other subdivision of this Agreement; (d) references to “Article,” “Section,” “Clause,” “Exhibit,” “Appendix” or “Schedule” are to the Articles, Sections, Clauses, Exhibits, Appendices and Schedules, respectively, of this Agreement; (e) the words “include” or “including” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import; and (f) the word “or” is not exclusive; and (g) references to “this Agreement” or any other agreement or document shall be construed as a reference to such agreement or document, including any Exhibits, Appendices, Attachments and Schedules thereto, as amended, restated, amended and restated, modified or supplemented and in effect from time to timetime and shall include a reference to any document that amends, modifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms. Whenever this Agreement refers to a day or a number of days, such day or number shall refer to calendar days unless Business Days are specified. If A reference to legislation or to a date specified herein provision of legislation includes a modification, codification, replacement, amendment or re-enactment of it, a legislative provision substituted for giving it and a rule, regulation or statutory instrument issued under it. A reference to writing includes a facsimile or electronic transmission and any notice means of reproducing words in a tangible and permanently visible form. A reference to conduct includes an omission, statement or taking undertaking, whether or not in writing. A Default or Event of Default exists until it has been waived in writing in accordance with the provisions of this Agreement. The words “hereof,” “herein,” “hereunder” and similar words refer to this Agreement as a whole and not to any action is not a Business Dayparticular provision of this Agreement, then unless the date for giving context clearly requires or the language provides otherwise. A reference to any time means New York time. This Agreement may use several different limitations, tests or measurements to regulate the same or similar matters. All such notice or taking such action limitations, tests and measurements are cumulative and shall each be the next day that is a Business Dayperformed in accordance with their respective terms. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under generally accepted accounting principles as promulgated by the Financial Accounting Standards Board and GAAP as in effect on the Effective Datedate hereof. All terms used in Articles 8 and 9 of the UCC, and used but not specifically defined herein, are used herein as defined in such Articles 8 and 9. A reference to “fiscal year” and “fiscal quarter” means the fiscal periods of the applicable Person 53570.000371 EMF_US 44362017v35 referenced therein. Unless otherwise defined herein, terms used herein and in the other Loan Documents that are defined in the Uniform Commercial Code, from time to time in effect in the State of New York, shall have the meanings given to them therein. Except where otherwise expressly stated, the Agent, the Required Lenders and the Lenders may give or withhold, or give conditionally, approvals and consents, and may form opinions and make determinations, in its sole discretion subject in all cases to the implied covenant of good faith and fair dealing. Reference in any Loan Document to the Agent’s or any Lender’s discretion shall mean, unless otherwise expressly stated herein or therein, the Agent’s or each Lender’s sole discretion, and the exercise of such discretion shall be final and conclusive subject in all cases to the implied covenant of good faith and fair dealing. In addition, in any Loan Document whenever the Agent or any Lender has a decision or right of determination, opinion or request, exercises any right given to it to agree, disagree, accept, consent, grant waivers, take action or no action or to approve or disapprove, or any arrangement or term is to be satisfactory or acceptable to or approved by (or any similar language or terms) the Agent or each Lender, respectively, the decision of the Agent or each Lender, respectively, with respect thereto shall be in the sole discretion of the Agent or each Lender, respectively, and such decision shall be final and conclusive subject in all cases to the implied covenant of good faith and fair dealing. Any requirement of good faith, discretion or judgment by the Agent or any Lender shall not be construed to require the Agent or any Lender to request or await receipt of information or documentation not immediately available from or with respect to the Borrowers or the Eligible Properties. A reference to a document includes an agreement in writing or a certificate, notice, instrument, document and any information stored in electronic format. Whenever a Person is required to provide any document to a Lender under any Loan Document, the relevant document shall be provided in writing or printed form unless such Lender requests otherwise. At the request of any Lender, the document shall be provided in computer disk form or both printed and computer disk form. The Loan Documents are the result of negotiations between the Parties, have been reviewed by counsel to the Borrowers and counsel to Agent and each Lender, and are the product of both Parties. No rule of construction shall apply to disadvantage one Party on the ground that such Party proposed or was involved in the preparation of any particular provision of the Loan Documents or the Loan Documents themselves.

Construction of Certain Terms and Phrases. Unless the context of this Agreement otherwise requires: , (a) words of either any gender include the each other gender; (b) words using the singular or plural number also include the plural or singularsingular number, respectively; (c) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement (including any schedules, exhibits and attachments hereto), and not to any particular Articlearticle, Sectionclause, Clauseparagraph section, Exhibit, Appendix subparagraph or Schedule or any other subdivision of subsection contained in this Agreement; (d) all references to articles, clauses, paragraphs, section, subparagraphs, subsection or the terms “Article,” “Section,” “Clause,” “Exhibit,” “Appendix” or “ScheduleSection” are refer to the Articlesspecified article, Sectionsclause, Clausesparagraph, Exhibitssection, Appendices and Schedulessubparagraph, respectivelysubsection, Article, Exhibit or Section of this Agreement; (e) the words phrases “includeordinary course of business” or and “includingordinary course of business consistent with past practice” shall be deemed refer to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words the business and practice of like importthe Person specified; (f) all references to statutes and related regulations will include all amendments of the word “or” is not exclusivesame and any successor or replacement statutes and regulations; and (g) references to any Person will be deemed to mean and include the successors and permitted assigns of such Person (or, in the case of any Governmental Authority, Persons succeeding to the relevant functions of such Person); (h) reference to the words “include” and “including” will mean and be read as “include without limitation” and “including without limitation;” and (i) the title of and the article, clause, paragraph, section, subparagraph and subsection headings contained in this Agreement are for convenience of reference only and will not affect or govern the interpretation of any covenant, term or provision of this Agreement” or any other agreement or document shall be construed as a reference to such agreement or document, including any Exhibits, Appendices, Attachments and Schedules thereto, as amended, modified or supplemented and in effect from time to time. Whenever this Agreement refers to a day or a number of days, such day or number shall will refer to calendar days unless Business Days are specified. If a date specified herein for giving any notice or taking any action is not a Business Day, then the date for giving such notice or taking such action shall be the next day that is a Business Daythis Agreement expressly specifies business days. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under generally accepted accounting principles as promulgated GAAP. The Exhibits and Schedules attached to this Agreement are hereby incorporated by the Financial Accounting Standards Board and as in effect on the Effective Datereference.

Construction of Certain Terms and Phrases. Unless the context of this Agreement otherwise requires: (a) words of either gender include the other gender; (b) words using the singular or plural also include the plural or singular, respectively; (c) the terms “hereof,” “herein,” “hereby,” “hereto” and similar words refer to this entire Agreement and not any particular Article, Section, Clause, Exhibit, Appendix or Schedule or any other subdivision of this Agreement; (d) references to “Article,” “Section,” “Clause,” “Exhibit,” “Appendix” or “Schedule” are to the Articles, Sections, Clauses, Exhibits, Appendices and Schedules, respectively, of this Agreement; (e) the words “include” or “including” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import; and (f) the word “or” is not exclusive; and (g) references to “this Agreement” or any other agreement or document shall be construed as a reference to such agreement or document, including any Exhibits, Appendices, Attachments and Schedules thereto, as amended, restated, amended and restated, modified or supplemented and in effect from time to timetime and shall include a reference to any document that amends, modifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms. Whenever this Agreement refers to a day or a number of days, such day or number shall refer to calendar days unless Business Days are specified. If A reference to legislation or to a date specified herein provision of legislation includes a modification, codification, replacement, amendment or re-enactment of it, a legislative provision substituted for giving it and a rule, regulation or statutory instrument issued under it. A reference to writing includes a facsimile or electronic transmission and any notice means of reproducing words in a tangible and permanently visible form. A reference to conduct includes an omission, statement or taking undertaking, whether or not in writing. A Default or Event of Default exists until it has been waived in writing in accordance with the provisions of this Agreement. The words “hereof,” “herein,” “hereunder” and similar words refer to this Agreement as a whole and not to any action is not a Business Dayparticular provision of this Agreement, then unless the date for giving context clearly requires or the language provides otherwise. A reference to any time means New York time. This Agreement may use several different limitations, tests or measurements to regulate the same or similar matters. All such notice or taking such action limitations, tests and measurements are cumulative and shall each be the next day that is a Business Dayperformed in accordance with their respective terms. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under generally accepted accounting principles as promulgated by the Financial Accounting Standards Board and GAAP as in effect on the Effective Datedate hereof. All terms used in Articles 8 and 9 of the UCC, and used but not specifically defined herein, are used herein as defined in such Articles 8 and 9. A reference to “fiscal year” and “fiscal quarter” means the fiscal periods of the applicable Person referenced therein. Unless otherwise defined herein, terms used herein and in the other Loan Documents that are defined in the Uniform Commercial Code, from time to time in effect in the State of New York, shall have the meanings given to them therein. Except where otherwise expressly stated, the Agent, the Required Lenders and the Lenders may give or withhold, or give conditionally, approvals and consents, and may form opinions and make determinations, in its sole discretion subject in all cases to the implied covenant of good faith and fair dealing. Reference in any Loan Document to the Agent’s or any Lender’s discretion shall mean, unless otherwise expressly stated herein or therein, the Agent’s or each Lender’s sole discretion, and the exercise of such discretion shall be final and conclusive subject in all cases to the implied covenant of good faith and fair dealing. In addition, in any Loan Document whenever the Agent or any Lender has a decision or right of determination, opinion or request, exercises any right given to it to agree, disagree, accept, consent, grant waivers, take action or no action or to approve or disapprove, or any arrangement or term is to be satisfactory or acceptable to or approved by (or any similar language or terms) the Agent or each Lender, respectively, the decision of the Agent or each Lender, respectively, with respect thereto shall be in the sole discretion of the Agent or each Lender, respectively, and such decision shall be final and conclusive subject in all cases to the implied covenant of good faith and fair dealing. Any requirement of good faith, discretion or judgment by the Agent or any Lender shall not be construed to require the Agent or any Lender to request or await receipt of information or documentation not immediately available from or with respect to the Borrowers or the Eligible Properties. A reference to a document includes an agreement in writing or a certificate, notice, instrument, document and any information stored in electronic format. Whenever a Person is required to provide any document to a Lender under any Loan Document, the relevant document shall be provided in writing or printed form unless such Lender requests otherwise. At the request of any Lender, the document shall be provided in computer disk form or both printed and computer disk form. The Loan Documents are the result of negotiations between the Parties, have been reviewed by counsel to the Borrowers and counsel to Agent and each Lender, and are the product of both Parties. No rule of construction shall apply to disadvantage one Party on the ground that such Party proposed or was involved in the preparation of any particular provision of the Loan Documents or the Loan Documents themselves.

Construction of Certain Terms and Phrases. Unless the context of this Agreement otherwise requires: (ai) words of either any gender include the each other gender; (bii) words using the singular or plural also include the plural or singularall references to monetary amounts are in U.S. dollars, respectivelyunless expressly stated to refer to another currency; (ciii) the terms “"hereof,” “" "herein,” “" "hereby,” “hereto” " "hereunder," and similar words refer to this entire Agreement and not any particular Agreement; (iv) the terms "Article, " or "Section, Clause, Exhibit, Appendix " refer to the specified Article or Schedule or any other subdivision Section of this Agreement; (dv) references to “Article,” “Section,” “Clause,” “Exhibit,” “Appendix” or “Schedule” are the phrase "ordinary course of business" refers to the Articlesbusinesses of the Company, Sections, Clauses, Exhibits, Appendices ChipPAC Korea and Schedules, respectively, of this AgreementChipPAC Shanghai; (evi) whenever the words “"include” ," "includes" or “"including” " are used in this Agreement they shall be deemed to be followed by “the words "without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import"; (fvii) the word “or” is not exclusive; and (g) references to “this Agreement” or any other agreement or document shall be construed as a reference to such agreement or document, including any Exhibits, Appendices, Attachments and Schedules thereto, as amended, modified or supplemented and in effect from time to time. Whenever whenever this Agreement refers to a day or a number of days, such day or number shall refer to calendar days unless Business Days are specified. If a date specified herein for giving any notice or taking any action is not a Business Day, then ; (viii) the phrases "the date for giving such notice or taking such action of this Agreement," "the date hereof," and terms of similar import, unless the context otherwise requires, shall be the next day that is a Business Day. All deemed to refer to March 13, 1999; (ix) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; (x) any representation or warranty contained herein as to the enforceability of a Contract shall be subject to the effect and limitations of any bankruptcy, insolvency, reorganization, moratorium or other similar law affecting the enforcement of creditors' rights generally accepted accounting and to general equitable principles as promulgated by (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (xi) the Financial Accounting Standards Board table of contents and as headings contained in effect on this Agreement are for reference purposes only and shall not affect in any way the Effective Datemeaning or interpretation of this Agreement.