Common use of Interpretation, etc Clause in Contracts

Interpretation, etc. All references in this Mortgage to Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwise. References to any document, instrument, or agreement (a) shall include all exhibits, schedules, and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at the beginning of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. The words “this Mortgage”, “this instrument”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Mortgage as a whole and not to any particular subdivision unless expressly so limited. The phrases “this section” and “this subsection” and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Unless otherwise specified, references herein to any particular Person also refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgage.

Interpretation, etc. All references Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Mortgage Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to Exhibitsbe followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, Schedulestangible and intangible assets and properties, articlesincluding cash, sectionssecurities, subsectionsaccounts and contract rights. The word “law” shall be construed as referring to all statutes, definitions rules, regulations, codes and other subdivisions refer to laws (including official rulings and interpretations thereunder having the Exhibitsforce of law or with which affected Persons customarily comply), Schedulesand all judgments, articlesorders, sectionswrits and decrees, subsectionsof all Governmental Authorities. Unless the context requires otherwise, definitions and other subdivisions of this Mortgage unless expressly provided otherwise. References to any document, instrument, or agreement (a) shall include all exhibitsany definition of or reference to any agreement, schedules, and instrument or other attachments thereto, and document (bincluding this Agreement) shall include all 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 restatements thereof. Titles appearing at modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the beginning case of any subdivisions hereof are for convenience only Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, and do not constitute any part of such subdivisions and shall be disregarded in construing (d) the language contained in such subdivisions. The words “this Mortgage”, “this instrument”, “herein”, “hereof” and “hereunder”, “hereby”, “hereunder” and words of similar import import, shall be construed to refer to this Mortgage as a whole Agreement in its entirety and not to any particular subdivision unless expressly so limited. The phrases “this section” and “this subsection” and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Unless otherwise specified, references herein to any particular Person also refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgageprovision hereof.

Interpretation, etc. All references in this Mortgage to Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwise. References to any document, instrument, or agreement (a) Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall include be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all exhibitsreal and personal, schedulestangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other attachments thereto, document (including this Agreement and (bthe other Credit Documents) shall include all 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 restatements thereof. Titles appearing at modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the beginning case of any subdivisions hereof are for convenience only Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and do not constitute any part of such subdivisions and shall be disregarded in construing (d) the language contained in such subdivisions. The words “this Mortgage”, “this instrument”, “herein”, “hereof” and “hereunder”, “hereby”, “hereunder” and words of similar import import, shall be construed to refer to this Mortgage as a whole Agreement in its entirety and not to any particular subdivision unless expressly so limited. The phrases “this section” and “this subsection” and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” provision hereof. (in its various formsb) means “including without limitation”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless Unless the context otherwise requires, any reference to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or transfer, or similar term, as applicable, to, of or with a separate Person. Unless otherwise specifiedAny division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, references herein to joint venture or any particular other like term shall also constitute such a Person also refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgageentity).

Interpretation, etc. All references Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Mortgage Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to Exhibitsbe followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, Schedulestangible and intangible assets and properties, articlesincluding Cash, sectionsSecurities, subsectionsaccounts and contract rights. The word “law” shall be construed as referring to all statutes, definitions rules, regulations, codes and other subdivisions refer to laws (including official rulings and interpretations thereunder having the Exhibitsforce of law or with which affected Persons customarily comply), Schedulesand all judgments, articlesorders, sectionswrits and decrees, subsections, definitions and other subdivisions of this Mortgage unless all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise. References to any document, instrument, or agreement (a) shall include all exhibitsany definition of or reference to any agreement, schedules, instrument or other document (including this Agreement and the other attachments thereto, and (bCredit Documents) shall include all 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 restatements thereof. Titles appearing at modifications set forth herein and, in the beginning case of the Merger Agreement and the Life Sciences Sale Agreement, subject to the approval thereof by the Arranger to the extent such approval would be required under Section 3.1)), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any subdivisions hereof are for convenience only Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and do not constitute any part of such subdivisions and shall be disregarded in construing (d) the language contained in such subdivisions. The words “this Mortgage”, “this instrument”, “herein”, “hereof” and “hereunder”, “hereby”, “hereunder” and words of similar import import, shall be construed to refer to this Mortgage as a whole Agreement in its entirety and not to any particular subdivision unless expressly so limited. The phrases “this section” and “this subsection” and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Unless otherwise specified, references herein to any particular Person also refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgageprovision hereof.

Interpretation, etc. All references in this Mortgage to Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions refer to Any of the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwise. References to any document, instrument, or agreement (a) shall include all exhibits, schedules, and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at the beginning of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. The words “this Mortgage”, “this instrument”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Mortgage as a whole and not to any particular subdivision unless expressly so limited. The phrases “this section” and “this subsection” and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versaterms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Annex, Appendix, Schedule or Exhibit shall be to a Section, an Annex, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the scope of such general statement, term or matter. Unless otherwise specifiedindicated, references herein any definition of or reference to any particular Person also refer agreement, instrument or other document herein shall be construed as referring to its successors 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). The following terms have the meanings given to them in the UCC and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access terms used herein without definition that are defined in the UCC have the meanings given to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Mortgage them in the UCC (such meanings to be construed against any party because equally applicable to both the singular and plural forms of its role in drafting this Mortgagethe terms defined): “account”, “account debtor”, “certificated security”, “chattel paper”, “commercial tort claim”, “electronic chattel paper”, “equipment”, “fixture”, “general intangible”, “goods”, “instruments”, “inventory”, “investment property”, “letter-of-credit right”, “proceeds”, “record” and “supporting obligation”.

Interpretation, etc. All references Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Mortgage Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to Exhibitsbe followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, Schedulestangible and intangible assets and properties, articlesincluding cash, sectionsSecurities, subsectionsaccounts and contract rights. The word “law” shall be construed as referring to all statutes, definitions rules, regulations, codes and other subdivisions refer to laws (including official rulings and interpretations thereunder having the Exhibitsforce of law or with which affected Persons customarily comply), Schedulesand all judgments, articlesorders, sectionswrits and decrees, subsections, definitions and other subdivisions of this Mortgage unless all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise. References to any document, instrument, or agreement (a) shall include all exhibitsany definition of or reference to any agreement, schedules, instrument or other document (including this Agreement and the other attachments thereto, and (bCredit Documents) shall include all 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 restatements thereof. Titles appearing at modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the beginning case of any subdivisions hereof are for convenience only Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and do not constitute any part of such subdivisions and shall be disregarded in construing (d) the language contained in such subdivisions. The words “this Mortgage”, “this instrument”, “herein”, “hereof” and “hereunder”, “hereby”, “hereunder” and words of similar import import, shall be construed to refer to this Mortgage as a whole Agreement in its entirety and not to any particular subdivision unless expressly so limitedprovision hereof. The phrases “this section” and “this subsection” and similar phrases refer only All references to dividends or distributions shall be deemed to include all payments to limited partners by the sections or subsections hereof in which Borrower notwithstanding that such phrases occurpayments may otherwise be characterized as a return of capital. The word “or” is not exclusive, and Any reference to an officer of the word “including” (in its various forms) means “including without limitation”. References Borrower shall be deemed to include a Person’s “discretion” refer reference to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in officer of the singular form shall be construed to include GP acting on behalf of the plural and vice versa, unless the context otherwise requires. Unless otherwise specified, references herein to any particular Person also refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this MortgageBorrower.

Interpretation, etc. All references With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in this Mortgage to Exhibits, Schedules, articles, sections, subsections, definitions and such other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwise. References to any document, instrument, or agreement Credit Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include all exhibitsthe corresponding masculine, schedules, feminine and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at the beginning of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisionsneuter forms. The words “this Mortgage”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, “this instrument”(i) any reference herein (A) to any Person shall be construed to include such Person’s successors and assigns and (B) to any Guarantor, the Borrowers or any other Credit Party shall be construed to include such Guarantor, the Borrowers or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for such Guarantor, the Borrowers or any other Credit Party, as the case may be, in any insolvency or liquidation proceeding, (ii) the words “herein”, ,” “hereto,” “hereof”, “hereby”, ” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to this Mortgage as a whole such Credit Document in its entirety and not to any particular subdivision unless expressly so limited. The phrases provision thereof, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) the word “this sectionincur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist, (v) the words “asset” and “this subsectionproperty” 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, (vi) any certification hereunder required to be given by a corporate officer shall be deemed to be made on behalf of the applicable Credit Party and not in the individual capacity of such officer and (vii) (x) Loans may be classified and referred to by Class (e.g., a “Term Loan”) or by Type (e.g., a “SOFR Loan”) or by Class and Type (e.g., a “SOFR Term Loan”) and (y) Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., an “SOFR Borrowing”) or by Class and Type (e.g., an “SOFR Term Borrowing”). (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and similar phrases refer only “until” each mean “to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, but excluding”; and the word “includingthrough” (in its various forms) means “including without limitationto and including.”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Unless otherwise specified, references herein to any particular Person also refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgage.

Interpretation, etc. All references Any of the terms defined herein may, unless the context otherwise requires, be used in this Mortgage to Exhibitsthe singular or the plural, Schedules, articles, sections, subsections, definitions and other subdivisions refer to depending on the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwisereference. References herein to any documentSection, instrumentSchedule or Exhibit shall be to a Section of, or agreement (a) shall include all exhibitsa Schedule or an Exhibit to, schedulesthis Agreement, and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at the beginning of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisionsunless otherwise specifically provided. The words “this Mortgageinclude”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, plan or other document (including this instrument”Agreement) 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, restatements, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, restated, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (d) the words “herein”, “hereof” and “hereunder”, “hereby”, “hereunder” and words of similar import import, shall be construed to refer to this Mortgage as a whole Agreement in its entirety and not to any particular subdivision unless expressly so limited. The phrases “this section” provision hereof and “this subsection” and similar phrases refer only (e) any reference herein to the sections knowledge of Holdings or subsections hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders any Subsidiary or any officer thereof shall also be construed to include any other gender, and words in the singular form shall be construed deemed to include the plural knowledge of the General Partner or such officer thereof, as applicable, and vice versa, unless the context otherwise requires. Unless otherwise specified, references herein any reference to an Authorized Officer or any particular Person other officer of Holdings shall also be deemed to refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule an Authorized Officer or such other officer of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgagethe General Partner.

Interpretation, etc. All references in this Mortgage to Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwise. References to any document, instrument, or agreement (a) Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall include all exhibitsbe to a Section, schedulesan Appendix, and other attachments a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, and (b) but rather shall include be deemed to refer to all amendments, supplements other items or restatements thereof. Titles appearing at matters that fall within the beginning of any subdivisions hereof are for convenience only and do not constitute any part broadest possible scope of such subdivisions and shall be disregarded in construing the language contained in such subdivisionsgeneral statement, term or matter. The words “this Mortgage”, “this instrument”, hereof,” “herein”, “hereof”, “hereby”, ,” “hereunder” and words of similar import when used in this Agreement shall refer to this Mortgage Agreement as a whole and not to any particular subdivision provision of this Agreement. Unless the context requires otherwise or otherwise specified in any applicable Credit Document, (a) reference to any Person includes that Person’s successors and assignees, (b) any definition of or reference to any Credit Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements, or modifications set forth herein or therein), and (c) any reference to any law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time. Any reference to “payment in full”, “paid in full”, “repaid in full”, “prepaid in full”, “redeemed in full” or any other term or word of similar effect used in this Agreement or any other Credit Document with respect to the Loans or the Obligations shall mean all Obligations (including the Prepayment Premium) (excluding contingent claims for indemnification to the extent no claim giving rise thereto has been asserted) have been repaid in full in cash and have been fully performed and all Commitments have been permanently terminated. (b) References in this Agreement to “determination” by the Agent include good faith estimates by the Agent (in the case of quantitative determinations) and good faith beliefs by the Agent (in the case of qualitative determinations). A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by the Required Lenders or by each Lender affected thereby, or by all Lenders, as applicable. Any Lien referred to in this Agreement or any other Credit Document as having been created in favor of the Agent, any 4885-4330-5790v.25 agreement entered into by the Agent pursuant to this Agreement or any other Credit Document, any payment made by or to or funds received by the Agent pursuant to or as contemplated by this Agreement or any other Credit Document, or any act taken or omitted to be taken by the Agent, shall, unless otherwise expressly so limitedprovided, be created, entered into, made or received, or taken or omitted, for the benefit or account of the Agent and the Lenders. Wherever the phrase “to the knowledge of any Credit Party” or words of similar import relating to the knowledge or the awareness of any Credit Party are used in this Agreement or any other Credit Document, such phrase shall mean and refer to the actual knowledge of an Authorized Officer of any Credit Party in the good faith and diligent performance of such officer’s duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of such Credit Party and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates. (c) The phrases “this sectionpermitted by” and “this subsectionnot prohibited by” and or words of similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders import shall be construed to include any other gender, have the same meaning and words effect. (d) The parties hereto have participated jointly in the singular form negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed to include as if drafted jointly by the plural and vice versa, unless the context otherwise requires. Unless otherwise specified, references herein to any particular Person also refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel hereto and no rule presumption or burden of construction proof shall apply hereto arise favoring or thereto which would require or allow this Mortgage to be construed against disfavoring any party because by virtue of its role in drafting the authorship of any provisions of this MortgageAgreement. (e) If a due date for any payment, or for the delivery of any report, certificate, notice or other deliverable, falls on a day that is not a Business Day, then the due date will be automatically extended to the immediately following Business Day.

Interpretation, etc. All references Any of the terms defined herein may, unless the context otherwise requires, be used in this Mortgage to Exhibitsthe singular or the plural, Schedules, articles, sections, subsections, definitions and other subdivisions refer to depending on the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwisereference. References herein to any documentSection, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or agreement (a) other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall include all exhibitsbe in the form of such Appendix, schedulesSchedule, and other attachments theretoor Exhibit with such modifications to such form as are approved by Administrative Agent, and (b) shall include all amendmentsand, supplements or restatements thereof. Titles appearing at in the beginning case of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded Collateral Document, Collateral Agent, in construing the language contained each case in such subdivisionsAgent’s sole discretion. The words “this Mortgagehereof”, “this instrument”, “herein”, “hereofhereunder”, “hereby”, “hereunder” and words of similar import used in this Agreement refer to this Mortgage Agreement as a whole and not to any particular subdivision unless expressly so limitedprovision of this Agreement. The phrases use herein of the words “this sectioninclude” and or “this subsectionincluding,” and similar phrases refer only when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the sections specific items or subsections hereof matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The use herein of the words “continuing”, “continuance”, “existing”, or any words of similar import or derivatives of any such words in which reference to any Event of Default means that such phrases occurEvent of Default has not been expressly waived or, solely with respect to any financial covenant default, cured in accordance with the terms of Section 6.8. The word “orwill” is not exclusive, shall be construed as having the same meaning and effect as the word “including” (in its various forms) means “including without limitationshall”. References The words “assets” and “property” shall be construed as having the same meaning and effect and to a Person’s “discretion” refer to such Person’s sole any and absolute discretionall tangible and intangible assets and properties of any relevant Person or Persons. Pronouns in masculine, feminine The terms lease and neuter genders license shall be construed to include sub-lease and sub-license. Whenever the context may require, any other gender, and words in the singular form pronoun shall be construed to include the plural corresponding masculine, feminine, and vice versaneuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise expressly provided herein, references to statutes, legislative acts, laws, regulations, and rules shall be deemed to refer to such statutes, acts, laws, regulations, and rules as in effect from time to time, including any amendments of the same and any successor statutes, acts, laws, regulations, and rules, unless any such reference is expressly limited to refer to any statute, act, law, regulation, or rule “as in effect on” a specified date. Except as otherwise expressly provided herein, any reference in or to this Agreement (including any Appendix, Schedule, or Exhibit hereto), any other Credit Document, or any other agreement, instrument, or other document shall be construed to refer to the context referenced agreement, instrument, or document as assigned, amended, restated, supplemented, or otherwise requiresmodified from time to time, in each case in accordance with the express terms of this Agreement and any other relevant Credit Document unless such reference is expressly limited to refer to such agreement, instrument, or other document “as in effect on” a specified date. Unless otherwise specifiedexpressly stated, references herein if a Person may not take an action under this Agreement, then it may not take that action indirectly, or take any action assisting or supporting any other Person in taking that action directly or indirectly. “Taking an action indirectly” means taking an action that is not expressly prohibited for the Person but is intended to any particular Person also refer to its successors and permitted assignshave substantially the same effects as the prohibited action. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction Except as otherwise provided therein, this Section 1.3 shall apply hereto or thereto which would require or allow this Mortgage equally to be construed against any party because of its role in drafting this Mortgageeach other Credit Document as if fully set forth therein, mutatis mutandis.

Interpretation, etc. All references With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in this Mortgage to Exhibits, Schedules, articles, sections, subsections, definitions and such other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwise. References to any document, instrument, or agreement Credit Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include all exhibitsthe corresponding masculine, schedules, feminine and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at the beginning of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisionsneuter forms. The words “this Mortgage”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, “this instrument”(i) any reference herein (A) to any Person shall be construed to include such Person’s successors and assigns and (B) to any Guarantor, the Borrowers or any other Credit Party shall be construed to include such Guarantor, the Borrowers or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for such Guarantor, the Borrowers or any other Credit Party, as the case may be, in any insolvency or liquidation proceeding, (ii) the words “herein”, ,” “hereto,” “hereof”, “hereby”, ” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to this Mortgage as a whole such Credit Document in its entirety and not to any particular subdivision unless expressly so limited. The phrases provision thereof, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) the word “this sectionincur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist, (v) the words “asset” and “this subsectionproperty” 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, (vi) any certification hereunder required to be given by a corporate officer shall be deemed to be made on behalf of the applicable Credit Party and not in the individual capacity of such officer and (vii) (x) Loans may be classified and referred to by Class (e.g., a “Term Loan”) or by Type (e.g., a “SOFR Loan”) or by Class and Type (e.g., a “SOFR Term Loan”) and (y) Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., an “SOFR Borrowing”) or by Class and Type (e.g., an “SOFR Term Borrowing”). i. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and similar phrases refer only “until” each mean “to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, but excluding”; and the word “includingthrough” (in its various forms) means “including without limitationto and including.”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Unless otherwise specified, references herein to any particular Person also refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgage.

Interpretation, etc. All references With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in this Mortgage to Exhibits, Schedules, articles, sections, subsections, such other Credit Document: (1) The definitions and other subdivisions refer of terms herein shall apply equally to the Exhibitssingular and plural forms of the terms defined. Whenever the context may require, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwise. References to any document, instrument, or agreement (a) pronoun shall include all exhibitsthe corresponding masculine, schedules, feminine and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at the beginning of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisionsneuter forms. The words “this Mortgage”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, “this instrument”(i) any reference herein (A) to any Person shall be construed to include such Person’s successors and assigns and (B) to any Guarantor, the Borrowers or any other Credit Party shall be construed to include such Guarantor, the Borrowers or such Credit Party as debtor and debtorinpossession and any receiver or trustee for such Guarantor, the Borrowers or any other Credit Party, as the case may be, in any insolvency or liquidation proceeding, (ii) the words “herein”, ,” “hereto,” “hereof”, “hereby”, ” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to this Mortgage as a whole such Credit Document in its entirety and not to any particular subdivision unless expressly so limited. The phrases provision thereof, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) the word “this sectionincur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist, (v) the words “asset” and “this subsectionproperty” 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, (vi) any certification hereunder required to be given by a corporate officer shall be deemed to be made on behalf of the applicable Credit Party and not in the individual capacity of such officer and (vii) (x) Loans may be classified and referred to by Class (e.g., a “Term Loan”) or by Type (e.g., an “LIBOR Rate Loan”) or by Class and Type (e.g., an “LIBOR Rate Term Loan”) and (y) Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., an “LIBOR Rate Borrowing”) or by Class and Type (e.g., an “LIBOR Rate Term Borrowing”). (2) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and similar phrases refer only “until” each mean “to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, but excluding”; and the word “includingthrough” (in its various forms) means “including without limitationto and including.”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Unless otherwise specified, references herein to any particular Person also refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgage.

Interpretation, etc. All references Any of the terms defined herein may, unless the context otherwise requires, be used in this Mortgage to Exhibitsthe singular or the plural, Schedules, articles, sections, subsections, definitions and other subdivisions refer to depending on the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwisereference. References herein to any documentSection, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or agreement other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall be in the form of such Appendix, Schedule, or Exhibit with such modifications to such form as are approved by Administrative Agent (a) shall include all exhibitswithout any requirement for Lender consent), schedulesand, and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at in the beginning case of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded Collateral Document, Administrative Agent, in construing the language contained each case in such subdivisionsAgent’s sole discretion (without any requirement for Lender consent). The words “this Mortgage”, hereof,” “this instrument”, “herein”, “hereof”, hereunder,” “hereby”, “hereunder,” and words of similar import used in this Agreement refer to this Mortgage Agreement as a whole and not to any particular subdivision unless expressly so limitedprovision of this Agreement. The phrases use herein of the words “this sectioninclude” and or “this subsectionincluding,” and similar phrases refer only when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the sections specific items or subsections matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The use herein of the words “continuing,” “continuance,” “existing,” or any words of similar import or derivatives of any such words in reference to any Event of Default means that such Event of Default has not been expressly waived or cured in accordance with the terms hereof in which such phrases occur(to the extent it is capable of being cured). The word “orwill” is not exclusive, shall be construed as having the same meaning and effect as the word “includingshall.” (in its various forms) means The words “including without limitation”. References assets” and “property” shall be construed as having the same meaning and effect and to a Person’s “discretion” refer to such Person’s sole any and absolute discretionall tangible and intangible assets and properties of any relevant Person or Persons. Pronouns in masculine, feminine The terms lease and neuter genders license shall be construed to include sub-lease and sub-license, respectively. Whenever the context may require, any other gender, and words in the singular form pronoun shall be construed to include the plural corresponding masculine, feminine, and vice versaneuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise expressly provided herein, references to statutes, legislative acts, laws, regulations, and rules shall be deemed to refer to such statutes, acts, laws, regulations, and rules as in effect from time to time, including any amendments of the same and any successor statutes, acts, laws, regulations, and rules, unless the context otherwise requires. Unless otherwise specified, references herein any such reference is expressly‌ limited to refer to any particular Person also statute, act, law, regulation, or rule “as in effect on” a specified date. Except as otherwise expressly provided herein, any reference in or to this Agreement, any other Credit Document, or any other agreement, instrument, or other document shall be construed to refer to its successors the referenced agreement, instrument, or document as assigned, amended, restated, supplemented, or otherwise modified from time to time, in each case in accordance with the express terms of this Agreement and permitted assignsany other relevant Credit Document unless such reference is expressly limited to refer to such agreement, instrument, or other document “as in effect on” a specified date. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction Except as otherwise provided therein, this Section 1.3 shall apply hereto or thereto which would require or allow this Mortgage equally to be construed against any party because of its role in drafting this Mortgageeach other Credit Document as if fully set forth therein, mutatis mutandis.

Interpretation, etc. All references in this Mortgage to Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions refer to Any of the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwise. References to any document, instrument, or agreement (a) shall include all exhibits, schedules, and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at the beginning of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. The words “this Mortgage”, “this instrument”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Mortgage as a whole and not to any particular subdivision unless expressly so limited. The phrases “this section” and “this subsection” and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versaterms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless otherwise specified, references References herein to any particular Person also Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to its all other items or matters that fall within the broadest possible scope of such general statement, term or matter. References to the “Lead Arranger,” any “Agent,” the “Collateral Agent,” any “Credit Party,” any “Lender,” any “obligor,” any “Party” or any other persons shall be construed so as to include successors in title, permitted assigns and permitted assignstransferees. References to “assets” includes present and future properties, revenues and rights of every description. References to a “Credit Document” or any other agreement or instrument is a reference to that Credit Document or other agreement or instrument as amended, novated, supplemented, extended or restated, strictly in accordance with the terms thereof. This Mortgage has been reviewed Agreement restates and negotiated by sophisticated parties with access replaces, in its entirety, the Existing First Lien Credit Agreement; any reference in any of the other Credit Documents to legal counsel the Existing First Lien Credit Agreement (however defined) shall mean this Agreement. The terms lease and no rule of construction license shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgageinclude sub-lease and sub-license, as applicable.

Interpretation, etc. All references Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Mortgage Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to Exhibitsbe followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, Schedulestangible and intangible assets and properties, articlesincluding cash, sectionsSecurities, subsectionsaccounts and contract rights. The word “law” shall be construed as referring to all statutes, definitions rules, regulations, codes and other subdivisions refer to laws (including official rulings and interpretations thereunder having the Exhibitsforce of law or with which affected Persons customarily comply), Schedulesand all judgments, articlesorders, sectionswrits and decrees, subsections, definitions and other subdivisions of this Mortgage unless all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise. References to any document, instrument, or agreement (a) shall include all exhibitsany definition of or reference to any agreement, schedules, instrument or other document (including this Agreement and the other attachments thereto, and (bCredit Documents) shall include all 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 restatements thereof. Titles appearing at modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the beginning case of any subdivisions hereof are for convenience only Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and do not constitute any part of such subdivisions and shall be disregarded in construing (d) the language contained in such subdivisions. The words “this Mortgage”, “this instrument”, “herein”, “hereof” and “hereunder”, “hereby”, “hereunder” and words of similar import import, shall be construed to refer to this Mortgage as a whole Agreement in its entirety and not to any particular subdivision unless expressly so limitedprovision hereof. The phrases “this section” and “this subsection” and similar phrases refer only All references to the sections dividends or subsections hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders distributions shall be construed deemed to include any other gender, and words in all payments to limited partners by the singular form shall Partnership notwithstanding that such payments may otherwise be construed to include the plural and vice versa, unless the context otherwise requires. Unless otherwise specified, references herein to any particular Person also refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule characterized as a return of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgagecapital.

Interpretation, etc. All references in this Mortgage Deed of Trust to Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage Deed of Trust unless expressly provided otherwise. References to any document, instrument, or agreement (a) shall include all exhibits, schedules, and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at the beginning of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. The words “"this Mortgage”Deed of Trust", “"this instrument”", “"herein”", “"hereof”", “"hereby”", “"hereunder” " and words of similar import refer to this Mortgage Deed of Trust as a whole and not to any particular subdivision unless expressly so limited. The phrases “"this section” " and “"this subsection” " and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word “"or” " is not exclusive, and the word “"including” " (in its various forms) means “"including without limitation”". References to a Person’s “'s "discretion” " refer to such Person’s 's sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Unless otherwise specified, references herein to any particular Person also refer to its successors and permitted assigns. This Mortgage Deed of Trust has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Mortgage Deed of Trust to be construed against any party because of its role in drafting this MortgageDeed of Trust.

Interpretation, etc. All references in this Mortgage to Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions refer to Any of the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwise. References to any document, instrument, or agreement (a) shall include all exhibits, schedules, and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at the beginning of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. The words “this Mortgage”, “this instrument”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Mortgage as a whole and not to any particular subdivision unless expressly so limited. The phrases “this section” and “this subsection” and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versaterms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Annex, Appendix, Schedule or Exhibit shall be to a Section, an Annex, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the scope of such general statement, term or matter. Unless otherwise specifiedindicated, references herein any definition of or reference to any particular Person also refer agreement, instrument or other document herein shall be construed as referring to its successors 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). The following terms have the meanings given to them in the UCC and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access terms used herein without definition that are defined in the UCC have the meanings given to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Mortgage them in the UCC (such meanings to be construed against any party because equally applicable to both the singular and plural forms of its role the terms defined): “account”, “account debtor”, “certificated security”, “chattel paper”, “commercial tort claim”, “electronic chattel paper”, “equipment”, “fixture”, “general intangible”, “goods”, “instruments”, “inventory”, “investment property”, “letter-of-credit right”, “proceeds”, “record” and “supporting obligation”. The term “insider” as used herein has the meaning given to such term in drafting this Mortgagethe Bankruptcy Code.

Interpretation, etc. All references Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Mortgage Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to Exhibitsbe followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, Schedulestangible and intangible assets and properties, articlesincluding cash, sectionssecurities, subsectionsaccounts and contract rights. The word “law” shall be construed as referring to all statutes, definitions rules, regulations, codes and other subdivisions refer to laws (including official rulings and interpretations thereunder having the Exhibitsforce of law or with which affected Persons customarily comply), Schedulesand all judgments, articlesorders, sectionswrits and decrees, subsections, definitions and other subdivisions of this Mortgage unless all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise. References to any document, instrument, or agreement (a) shall include all exhibitsany definition of or reference to any agreement, schedules, instrument or other document (including this Agreement and the other attachments thereto, and (bCredit Documents) shall include all 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 restatements thereof. Titles appearing at modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the beginning case of any subdivisions hereof are for convenience only Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and do not constitute any part of such subdivisions and shall be disregarded in construing (d) the language contained in such subdivisions. The words “this Mortgage”, “this instrument”, “herein”, “hereof” and “hereunder”, “hereby”, “hereunder” and words of similar import import, shall be construed to refer to this Mortgage as a whole Agreement in its entirety and not to any particular subdivision unless expressly so limitedprovision hereof. The phrases “this section” and “this subsection” and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words Terms defined in the singular form shall be construed to include UCC as in effect in the plural State of New York on the Effective Date and vice versanot otherwise defined herein shall, unless the context otherwise requiresindicates, have the meanings provided by those definitions. Unless otherwise specifiedFor purposes of this Agreement, references herein to the fair market value of any particular Person also refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated asset or property shall be such fair market value as is reasonably determined by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgagethe Borrower.

Interpretation, etc. All references Any of the terms defined herein may, unless the context otherwise requires, be used in this Mortgage to Exhibitsthe singular or the plural, Schedules, articles, sections, subsections, definitions and other subdivisions refer to depending on the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwisereference. References herein to any documentSection, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or agreement (a) other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall include all exhibitsbe in the form of such Appendix, schedulesSchedule, and other attachments theretoor Exhibit with such modifications to such form as are approved by Requisite Purchasers, and (b) shall include all amendmentsand, supplements or restatements thereof. Titles appearing at in the beginning case of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded Collateral Document, Collateral Agent, in construing the language contained each case in such subdivisionsCollateral Agent’s sole discretion. The words “this Mortgagehereof”, “this instrument”, “herein”, “hereofhereunder”, “hereby”, “hereunder” and words of similar import used in this Agreement refer to this Mortgage Agreement as a whole and not to any particular subdivision unless expressly so limitedprovision of this Agreement. The phrases use herein of the words “this sectioninclude” and or “this subsectionincluding,” and similar phrases refer only when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the sections specific items or subsections hereof matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The use herein of the words “continuing”, “continuance”, “existing”, or any words of similar import or derivatives of any such words in which reference to any Event of Default means that such phrases occurEvent of Default has not been expressly waived. The word “orwill” is not exclusive, shall be construed as having the same meaning and effect as the word “including” (in its various forms) means “including without limitationshall”. References The words “assets” and “property” shall be construed as having the same meaning and effect and to a Person’s “discretion” refer to such Person’s sole any and absolute discretionall tangible and intangible assets and properties of any relevant Person or Persons. Pronouns in masculine, feminine The terms lease and neuter genders license shall be construed to include sub-lease and sub-license. Whenever the context may require, any other gender, and words in the singular form pronoun shall be construed to include the plural corresponding masculine, feminine, and vice versaneuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise expressly provided herein, references to statutes, legislative acts, laws, regulations, and rules shall be deemed to refer to such statutes, acts, laws, regulations, and rules as in effect from time to time, including any amendments of the same and any successor statutes, acts, laws, regulations, and rules, unless any such reference is expressly limited to refer to any statute, act, law, regulation, or rule “as in effect on” a specified date. Except as otherwise expressly provided herein, any reference in or to this Agreement (including any Appendix, Schedule, or Exhibit hereto), any other Note Document, or any other agreement, instrument, or other document shall be construed to refer to the context referenced agreement, instrument, or document as assigned, amended, restated, supplemented, or otherwise requiresmodified from time to time, in each case in accordance with the express terms of this Agreement and any other relevant Note Document unless such reference is expressly limited to refer to such agreement, instrument, or other document “as in effect on” a specified date. Unless otherwise specifiedexpressly stated, references herein if a Person may not take an action under this Agreement, then it may not take that action indirectly, or take any action assisting or supporting any other Person in taking that action directly or indirectly. “Taking an action indirectly” means taking an action that is not expressly prohibited for the Person but is intended to any particular Person also refer to its successors and permitted assignshave substantially the same effects as the prohibited action. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction Except as otherwise provided therein, this Section 1.3 shall apply hereto or thereto which would require or allow this Mortgage equally to be construed against any party because of its role in drafting this Mortgageeach other Note Document as if fully set forth therein, mutatis mutandis.

Interpretation, etc. All references Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Mortgage Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to Exhibitsbe followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, Schedulestangible and intangible assets and properties, articlesincluding Cash, sectionsSecurities, subsectionsaccounts and contract rights. The word “law” shall be construed as referring to all statutes, definitions rules, regulations, codes and other subdivisions refer to laws (including official rulings and interpretations thereunder having the Exhibitsforce of law or with which affected Persons customarily comply), Schedulesand all judgments, articlesorders, sectionswrits and decrees, subsections, definitions and other subdivisions of this Mortgage unless all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise. References to any document, instrument, or agreement (a) shall include all exhibitsany definition of or reference to any agreement, schedules, instrument or other document (including this Agreement and the other attachments thereto, and (bCredit Documents) shall include all 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 restatements thereof. Titles appearing at modifications set forth herein and, in the beginning case of the Merger Agreement and the Life Sciences Sale Agreement, subject to the approval thereof by the Arranger to the extent such approval would be required under Section 3), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any subdivisions hereof are for convenience only Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and do not constitute any part of such subdivisions and shall be disregarded in construing (d) the language contained in such subdivisions. The words “this Mortgage”, “this instrument”, “herein”, “hereof” and “hereunder”, “hereby”, “hereunder” and words of similar import import, shall be construed to refer to this Mortgage as a whole Agreement in its entirety and not to any particular subdivision unless expressly so limited. The phrases “this section” and “this subsection” and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Unless otherwise specified, references herein to any particular Person also refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgageprovision hereof.

Interpretation, etc. All references Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Mortgage Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to Exhibitsbe followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, Schedulestangible and intangible assets and properties, articlesincluding Cash, sectionsSecurities, subsectionsaccounts and contract rights. The word “law” shall be construed as referring to all statutes, definitions rules, regulations, codes and other subdivisions refer to laws (including official rulings and interpretations thereunder having the Exhibitsforce of law or with which affected Persons customarily comply), Schedulesand all judgments, articlesorders, sectionswrits and decrees, subsections, definitions and other subdivisions of this Mortgage unless all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise. References to any document, instrument, or agreement (a) shall include all exhibitsany definition of or reference to any agreement, schedules, instrument or other document (including this Agreement and the other attachments thereto, and (bCredit Documents) shall include all 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 restatements thereof. Titles appearing at the beginning modifications set forth herein), (b) any definition of or reference to any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and statute, rule or regulation shall be disregarded in construing the language contained in such subdivisions. The words “this Mortgage”construed as referring thereto as from time to time amended, “this instrument”supplemented or otherwise modified (including by succession of comparable successor laws), “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Mortgage as a whole and not all references to any particular subdivision unless expressly so limited. The phrases “this section” statute shall be construed as referring to all rules, regulations, rulings and “this subsection” and similar phrases refer only official interpretations promulgated or issued thereunder, (c) any reference herein to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation”. References any Person shall be construed to a Person’s “discretion” refer to include such Person’s sole successors and absolute discretion. Pronouns assigns (subject to any restrictions on assignment set forth herein) and, in masculinethe case of any Governmental Authority or any self-regulating entity, feminine and neuter genders shall be construed to include any other genderGovernmental Authority or entity that shall have succeeded to any or all functions thereof, and (d) the words “herein”, “hereof” and “hereunder”, and words in the singular form of similar import, shall be construed to include refer to this Agreement in its entirety and not to any particular provision hereof. Terms defined in the plural UCC as in effect in the State of New York on the Closing Date and vice versanot otherwise defined herein shall, unless the context otherwise requires. Unless otherwise specifiedindicates, references herein to any particular Person also refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated have the meanings provided by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgagethose definitions.

Interpretation, etc. All references in this Mortgage to Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions refer to Any of the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwise. References to any document, instrument, or agreement (a) shall include all exhibits, schedules, and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at the beginning of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. The words “this Mortgage”, “this instrument”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Mortgage as a whole and not to any particular subdivision unless expressly so limited. The phrases “this section” and “this subsection” and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versaterms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made as set forth in Section 2.16(e) and (g), the provisos set forth in the definition of “Interest Period”, or, to the extent provided in any amendment, waiver, or modification of a Credit Document, as provided therein, as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Day, the date for such performance shall be extended to the next succeeding Business Day. Unless otherwise specifiedspecifically indicated, references the term “consolidated” with respect to any Person refers to such Person consolidated with its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person. Any reference herein to a merger, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, limited partnership or trust, or an allocation of assets to a series of a limited liability company, limited partnership or trust (or the unwinding of such a division or allocation), as if it were a merger, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company, limited partnership or trust shall constitute a separate Person hereunder (and each division of any particular limited liability company, limited partnership or trust that is a Subsidiary, Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any other like term shall also constitute such a Person also refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgageentity).

Interpretation, etc. All references With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in this Mortgage to Exhibits, Schedules, articles, sections, subsections, definitions and such other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwise. References to any document, instrument, or agreement Credit Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include all exhibitsthe corresponding masculine, schedules, feminine and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at the beginning of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisionsneuter forms. The words “this Mortgage”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, “this instrument”(i) any reference herein (A) to any Person shall be construed to include such Person’s successors and assigns and (B) to any Guarantor, Borrower or any other Credit Party shall be construed to include such Guarantor, Borrower or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for such Guarantor, Borrower or any other Credit Party, as the case may be, in any insolvency or liquidation proceeding, (ii) the words “herein”, ,” “hereto,” “hereof”, “hereby”, ” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to this Mortgage as a whole such Credit Document in its entirety and not to any particular subdivision unless expressly so limited. The phrases provision thereof, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) the word “this sectionincur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist, (v) the words “asset” and “this subsectionproperty” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including Cash, securities, accounts and contract rights, and (vi) any certification hereunder required to be given by a corporate officer shall be deemed to be made on behalf of the applicable Credit Party and not in the individual capacity of such officer. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and similar phrases refer only “until” each mean “to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, but excluding”; and the word “includingthrough” (in its various forms) means “including without limitationto and including.”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Unless otherwise specified, references herein to any particular Person also refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgage.

Interpretation, etc. All references Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Mortgage Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to Exhibitsbe followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, Schedulestangible and intangible assets and properties, articlesincluding Cash, sectionsSecurities, subsectionsaccounts and contract rights. The word “law” shall be construed as referring to all statutes, definitions rules, regulations, codes and other subdivisions refer to laws (including official rulings and interpretations thereunder having the Exhibitsforce of law or with which affected Persons customarily comply), Schedulesand all judgments, articlesorders, sectionswrits and decrees, subsections, definitions and other subdivisions of this Mortgage unless all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise. References to any document, instrument, or agreement (a) shall include all exhibitsany definition of or reference to any agreement, schedules, instrument or other document (including this Agreement and the other attachments thereto, and (bCredit Documents) shall include all 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 restatements thereof. Titles appearing at modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the beginning case of any subdivisions hereof are for convenience only Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and do not constitute any part of such subdivisions and shall be disregarded in construing (d) the language contained in such subdivisions. The words “this Mortgage”, “this instrument”, “herein”, “hereof” and “hereunder”, “hereby”, “hereunder” and words of similar import import, shall be construed to refer to this Mortgage as a whole Agreement in its entirety and not to any particular subdivision provision hereof. Terms defined in the UCC as in effect in the State of New York on the Closing Date and not proceeds thereof, such Refinancing Revolving Commitments or Refinancing Revolving Commitments or Refinancing Term Loans shall be the sole Class of Commitments or Term Loans, as the case may be, outstanding under this Agreement. In the event any Refinancing Term Loans have the same terms as any existing Class of Term Loans then outstanding or any Incremental Term Loans or Extended/Modified Term Loans then substantially concurrently established (in each case, disregarding any differences in original issue discount or upfront fees if not affecting the fungibility thereof for US federal income tax purposes), such Refinancing Term Loans may, at the election of the Borrower, be treated as a single Class with such outstanding Term Loans or such Incremental Term Loans or Extended/Modified Term Loans, and the scheduled Installments set forth in Section 2.11 with respect to any such Class of Term Loans may be increased to reflect scheduled amortization of such Refinancing Term Loans. (c) The Refinancing Commitments shall be effected pursuant to one or more Refinancing Facility Agreements executed and delivered by the Borrower, each Refinancing Lender providing such Refinancing Commitments, the Administrative Agent and, in the case of Refinancing Revolving Commitments, as applicable, each Issuing Bank; provided that no Refinancing Commitments shall become effective unless expressly so limited(i) the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates, reaffirmation agreements and other documents as shall reasonably be requested (consistent in all material respects with the documents delivered under Section 3.1 on the Closing Date) by the Administrative Agent in connection therewith, (ii) in the case of any Refinancing Revolving Commitments, substantially concurrently with the effectiveness thereof, all the Revolving Commitments then in effect shall be terminated and the Borrower shall make any prepayment or deposit required to be made under Section 2.13(e) as a result thereof and shall pay all interest on the amounts prepaid and all fees accrued on the Revolving Commitments (it being understood, however, that any Letters of Credit may continue to be outstanding under the Refinancing Revolving Commitments, in each case on terms agreed by each applicable Issuing Bank and specified in the applicable Refinancing Facility Agreement) and (iii) in the case of any Refinancing Term Loan Commitments, (A) substantially concurrently with the effectiveness thereof, the Borrower shall obtain Refinancing Term Loans thereunder and shall repay or prepay then outstanding Term Borrowings of any Class in an aggregate principal amount equal to the aggregate amount of such Refinancing Term Loan Commitments (less the aggregate amount of accrued and unpaid interest with respect to such outstanding Term Borrowings, any original issue discount or upfront fees applicable to such Refinancing Term Loans and any reasonable fees, premium and expenses relating to such refinancing) and (B) any such prepayment of Term Borrowings of any Class shall be applied to reduce the subsequent Installments to be made pursuant to Section 2.11 with respect to Term Borrowings of such Class on a pro rata basis (in accordance with the principal amounts of such Installments) and, in the case of a prepayment of Eurodollar Rate Term Borrowings, shall be subject to Section 2.17(c). The phrases Each Refinancing Facility Agreement may, without the consent of any Lender other than the applicable Refinancing Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to give effect to the provisions of this Section 2.25, including any amendments necessary to treat the applicable Refinancing Commitments and Refinancing Loans as a new Class of Commitments and Loans hereunder (including for purposes of prepayments and voting (it being agreed that such new Class of Commitments and Loans may be included in the applicable regulations of the Board of Governors or other applicable law. Each such policy of insurance maintained by or on behalf of the Credit Parties shall (beginning on the date that is 90 days after the Closing Date (oror, in the case of any such policy of insurance maintained by any Credit Party that becomes a Subsidiary as a result of the Versum Merger, the date that is 45 days after the date of the consummation of the Versum Merger) (or, in each case, on such later date as the Administrative Agent may agree to in writing)) (a) in the case of liability insurance policies (other than workers’ compensation and other policies for which such endorsements are not customary), name the Collateral Agent, for the benefit of the Secured Parties, as an additional insured thereunder and (b) in the case of business interruption and casualty insurance policies, contain a mortgagee and a lender’s loss payable endorsement, reasonably satisfactory in form and substance to the Collateral Agent, that names the Collateral Agent, for the benefit of the Secured Parties, as a mortgagee and lender loss payee thereunder, contain “this sectionnot coinsurer” and “this subsectionnon-vitiation” provisions reasonably satisfactory in form and similar phrases refer only substance to the sections Collateral Agent and provide that it shall not be cancelled or subsections hereof not renewed (i) by reason of nonpayment of premium upon not less than 10 days’ prior written notice thereof by the insurer to the Collateral Agent (giving the Collateral Agent the right to cure defaults in which such phrases occur. The word “or” is not exclusive, and the word “including” payment of premiums) or (in its various formsii) means “including without limitation”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include for any other gender, and words in reason upon not less than 30 days’ (or such shorter number of days as may be agreed to by the singular form shall Collateral Agent or as may be construed the maximum number of days permitted by applicable law) prior written notice thereof by the insurer to include the plural and vice versa, unless the context otherwise requires. Unless otherwise specified, references herein to any particular Person also refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this MortgageCollateral Agent.

Interpretation, etc. All references Any of the terms defined herein may, unless the context otherwise requires, be used in this Mortgage to Exhibitsthe singular or the plural, Schedules, articles, sections, subsections, definitions and other subdivisions refer to depending on the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwisereference. References herein to any documentSection, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or agreement (a) other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall include all exhibitsbe in the form of such Appendix, schedulesSchedule, and other attachments theretoor Exhibit with such modifications to such form as are approved by Administrative Agent, and (b) shall include all amendmentsand, supplements or restatements thereof. Titles appearing at in the beginning case of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded Collateral Document, Collateral Agent, in construing the language contained each case in such subdivisionsAgent’s sole discretion. The words “this Mortgagehereof”, “this instrument”, “herein”, “hereofhereunder”, “hereby”, “hereunder” and words of similar import used in this Agreement refer to this Mortgage Agreement as a whole and not to any particular subdivision unless expressly so limitedprovision of this Agreement. The phrases use herein of the words “this sectioninclude” and or “this subsectionincluding,” and similar phrases refer only when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the sections specific items or subsections hereof matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The use herein of the words “continuing”, “continuance”, “existing”, or any words of similar import or derivatives of any such words in which reference to any Event of Default means that such phrases occurEvent of Default has not been expressly waived in accordance with Section 10.5. The word “orwill” is not exclusive, shall be construed as having the same meaning and effect as the word “including” (in its various forms) means “including without limitationshall”. References The words “assets” and “property” shall be construed as having the same meaning and effect and to a Person’s “discretion” refer to such Person’s sole any and absolute discretionall tangible and intangible assets and properties of any relevant Person or Persons. Pronouns in masculine, feminine The terms lease and neuter genders license shall be construed to include sub-lease and sub-license. Whenever the context may require, any other gender, and words in the singular form pronoun shall be construed to include the plural corresponding masculine, feminine, and vice versaneuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise expressly provided herein, references to statutes, legislative acts, laws, regulations, and rules shall be deemed to refer to such statutes, acts, laws, regulations, and rules as in effect from time to time, including any amendments of the same and any successor statutes, acts, laws, regulations, and rules, unless any such reference is expressly limited to refer to any statute, act, law, regulation, or rule “as in effect on” a specified date. Except as otherwise expressly provided herein, any reference in or to this Agreement (including any Appendix, Schedule, or Exhibit hereto), any other Credit Document, or any other agreement, instrument, or other document shall be construed to refer to the context referenced agreement, instrument, or document as assigned, amended, restated, supplemented, or otherwise requiresmodified from time to time, in each case in accordance with the express terms of this Agreement and any other relevant Credit Document unless such reference is expressly limited to refer to such agreement, instrument, or other document “as in effect on” a specified date. Unless otherwise specifiedexpressly stated, references herein if a Person may not take an action under this Agreement, then it may not take that action indirectly, or take any action assisting or supporting any other Person in taking that action directly or indirectly. “Taking an action indirectly” means taking an action that is not expressly prohibited for the Person but is intended to any particular Person also refer to its successors and permitted assignshave substantially the same effects as the prohibited action. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction Except as otherwise provided therein, this Section 1.3 shall apply hereto or thereto which would require or allow this Mortgage equally to be construed against any party because of its role in drafting this Mortgageeach other Credit Document as if fully set forth therein, mutatis mutandis.

Interpretation, etc. All references With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in this Mortgage to Exhibits, Schedules, articles, sections, subsections, definitions and such other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwise. References to any document, instrument, or agreement Credit Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include all exhibitsthe corresponding masculine, schedules, feminine and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at the beginning of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisionsneuter forms. The words “this Mortgage”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, “this instrument”(i) any reference herein (A) to any Person shall be construed to include such Person’s successors and assigns and (B) to any Guarantor, Borrower or any other Credit Party shall be construed to include such Guarantor, Borrower or such Credit Party as debtor and debtor‑in‑possession and any receiver or trustee for such Guarantor, Borrower or any other Credit Party, as the case may be, in any insolvency or liquidation proceeding, (ii) the words “herein”, ,” “hereto,” “hereof”, “hereby”, ” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to this Mortgage as a whole such Credit Document in its entirety and not to any particular subdivision unless expressly so limited. The phrases provision thereof, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) the word “this sectionincur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist, (v) the words “asset” and “this subsectionproperty” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including Cash, securities, accounts and contract rights, and (vi) any certification hereunder required to be given by a corporate officer shall be deemed to be made on behalf of the applicable Credit Party and not in the individual capacity of such officer. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and similar phrases refer only “until” each mean “to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, but excluding”; and the word “includingthrough” (in its various forms) means “including without limitationto and including.”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Unless otherwise specified, references herein to any particular Person also refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgage.

Interpretation, etc. All references Any of the terms defined herein may, unless the context otherwise requires, be used in this Mortgage to Exhibitsthe singular or the plural, Schedules, articles, sections, subsections, definitions and other subdivisions refer to depending on the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwisereference. References herein to any documentSection, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or agreement (a) other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall include all exhibitsbe in the form of such Appendix, schedulesSchedule, and other attachments theretoor Exhibit with such modifications to such form as are approved by Administrative Agent, and (b) shall include all amendmentsand, supplements or restatements thereof. Titles appearing at in the beginning case of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded Collateral Document, Collateral Agent, in construing the language contained each case in such subdivisionsAgent’s sole discretion. The words “this Mortgagehereof”, “this instrument”, “herein”, “hereofhereunder”, “hereby”, “hereunder” and words of similar import used in this Agreement refer to this Mortgage Agreement as a whole and not to any particular subdivision unless expressly so limitedprovision of this Agreement. The phrases use herein of the words “this sectioninclude” and or “this subsectionincluding,” and similar phrases refer only when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the sections specific items or subsections hereof matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The use herein of the words “continuing”, “continuance”, “existing”, or any words of similar import or derivatives of any such words in which reference to any Event of Default means that such phrases occurEvent of Default has not been expressly waived. The word “orwill” is not exclusive, shall be construed as having the same meaning and effect as the word “including” (in its various forms) means “including without limitationshall”. References The words “assets” and “property” shall be construed as having the same meaning and effect and to a Person’s “discretion” refer to such Person’s sole any and absolute discretionall tangible and intangible assets and properties of any relevant Person or Persons. Pronouns in masculine, feminine The terms lease and neuter genders license shall be construed to include sub-lease and sub-license. Whenever the context may require, any other gender, and words in the singular form pronoun shall be construed to include the plural and vice versa, unless the context otherwise requires. Unless otherwise specified, references herein to any particular Person also refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgage.WEIL:\96958663\10\71605.0155

Interpretation, etc. All references in this Mortgage to Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions refer to Any of the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwise. References to any document, instrument, or agreement (a) shall include all exhibits, schedules, and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at the beginning of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. The words “this Mortgage”, “this instrument”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Mortgage as a whole and not to any particular subdivision unless expressly so limited. The phrases “this section” and “this subsection” and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versaterms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. Unless otherwise expressly provided herein, (a) all references to documents, instruments and other agreements (including the Credit Documents) shall be deemed to include all subsequent amendments, restatements, amendments and restatements, supplements and other modifications thereto, but only to the extent that such amendments, restatements, amendments and restatements, supplements and other modifications are not prohibited by any Credit Document and (b) references to any law, statute, rule or regulation shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law. Unless otherwise specified, all references herein to times of day shall be references to New York City time (daylight or standard, as applicable). To the extent that the Pledged Fortegra Capital Stock is not distinguishable from Unpledged Fortegra Capital Stock (including because such Fortegra Stock is not certificated or numbered on the books of Fortegra), unless otherwise determined by a court of competent jurisdiction, (i) any particular Person also refer disposition or other transfer of Fortegra Capital Stock by the Borrower shall be deemed to its successors and permitted assigns. This Mortgage be a disposition or other transfer of Unpledged Fortegra Capital Stock until all Unpledged Fortegra Capital Stock has been reviewed disposed or otherwise transferred, and negotiated by sophisticated parties with access to legal counsel and no rule thereafter a disposition or other transfer of construction Pledged Fortegra Capital Stock, unless the Borrower notifies the Collateral Agent otherwise, (ii) any lien on Fortegra Capital Stock, other than the lien of the Collateral Agent, shall apply hereto or thereto which would require or allow this Mortgage be deemed to be construed a lien on Unpledged Fortegra Capital Stock (so long as the actual number of shares subject to such lien does not exceed the number of shares which are Unpledged Fortegra Capital Stock), unless the Borrower notifies the Collateral Agent otherwise, and (iii) in the case of any enforcement action by the Collateral Agent, any Fortegra Capital Stock against which the Collateral Agent takes enforcement action shall be deemed to be Pledged Fortegra Capital Stock (so long as the actual aggregate number of shares subject to such enforcement action does not exceed the aggregate number of shares of Pledged Fortegra Capital Stock). Parent and each Loan Party hereby agree to, at the written request of the Administrative Agent, the Collateral Agent or any party because of its role Lender, to assist in drafting this Mortgagegood faith the Administrative Agent, the Collateral Agent and any Lender in distinguishing, or otherwise determining, what is Pledged Fortegra Stock and what is Unpledged Fortegra Stock.

Interpretation, etc. All references Any of the terms defined herein may, unless the context otherwise requires, be used in this Mortgage the singular or the plural, depending on the reference. References herein to Exhibitsany Section, SchedulesAppendix, articlesSchedule or Exhibit shall be to a Section, sectionsan Appendix, subsectionsa Schedule or an Exhibit, definitions and other subdivisions as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwise. References to any document, instrument, or agreement (a) shall include all exhibits, schedules, and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at the beginning of any subdivisions hereof are for convenience only and do not constitute any part broadest possible scope of such subdivisions and shall be disregarded in construing the language contained in such subdivisionsgeneral statement, term or matter. The words “this Mortgage”, “this instrument”, hereof,” “herein”, “hereof”, “hereby”, ,” “hereunder” and words of similar import when used in this Agreement shall refer to this Mortgage Agreement as a whole and not to any particular subdivision unless expressly so limitedprovision of this Agreement. The phrases “this section” Unless the context requires otherwise or otherwise specified in any applicable Credit Document, (a) reference to any Person includes that Person's successors and “this subsection” and similar phrases refer only assignees, (b) any definition of or reference to the sections any Credit Document, agreement, instrument or subsections hereof in which other document herein shall be construed as referring to such phrases occur. The word “or” is not exclusiveagreement, 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 therein), and the word “including” (in its various formsc) means “including without limitation”. References any reference to a Person’s “discretion” any law or regulation herein shall refer to such Person’s sole and absolute discretion. Pronouns in masculinelaw or regulation as amended, feminine and neuter genders shall be construed modified or supplemented from time to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requirestime. Unless otherwise specified, all references herein to times of day shall be references to New York City time. Notwithstanding anything contained in this Agreement or any particular other Credit Document, with respect to any determination of the financial covenants, in the case of any acquisition (including, for the avoidance of doubt, the Bitty Acquisition), income statement items (whether positive or negative) attributable to the property or Person also refer subject to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties such transaction shall be included as of the first day of the applicable calculation period with access respect to legal counsel and no rule of construction shall apply hereto any test or thereto covenant for which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgagethe relevant determination is being made.

Interpretation, etc. All references Any of the terms defined herein may, unless the context otherwise requires, be used in this Mortgage to Exhibitsthe singular or the plural, Schedules, articles, sections, subsections, definitions and other subdivisions refer to depending on the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwisereference. References herein to any documentSection, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or agreement (a) other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall include all exhibitsbe in the form of such Appendix, schedulesSchedule, and other attachments theretoor Exhibit with such modifications to such form as are approved by Requisite Purchasers, and (b) shall include all amendmentsand, supplements or restatements thereof. Titles appearing at in the beginning case of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded Collateral Document, Collateral Agent, in construing the language contained each case in such subdivisionsCollateral Agent’s sole discretion. The words “this Mortgagehereof”, “this instrument”, “herein”, “hereofhereunder”, “hereby”, “hereunder” and words of similar import used in this Agreement refer to this Mortgage Agreement as a whole and not to any particular subdivision unless expressly so limitedprovision of this Agreement. The phrases use herein of the words “this sectioninclude” and or “this subsectionincluding,” and similar phrases refer only when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the sections specific items or subsections hereof matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The use herein of the words “continuing”, “continuance”, “existing”, or any words of similar import or derivatives of any such words in which reference to any Event of Default means that such phrases occurEvent of Default has not been expressly waived or, solely with respect to any Event of Default with respect to the financial covenant set forth in Section 6.8(a), deemed cured in accordance with the terms of Section 8.2. The word “orwill” is not exclusive, shall be construed as having the same meaning and effect as the word “including” (in its various forms) means “including without limitationshall”. References The words “assets” and “property” shall be construed as having the same meaning and effect and to a Person’s “discretion” refer to such Person’s sole any and absolute discretionall tangible and intangible assets and properties of any relevant Person or Persons. Pronouns in masculine, feminine The terms lease and neuter genders license shall be construed to include sub-lease and sub-license. Whenever the context may require, any other gender, and words in the singular form pronoun shall be construed to include the plural corresponding masculine, feminine, and vice versa, unless the context neuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise requires. Unless otherwise specifiedexpressly provided herein, references herein to any particular Person also statutes, legislative acts, laws, regulations, and rules shall be deemed to refer to its successors such statutes, acts, laws, regulations, and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access rules as in effect from time to legal counsel and no rule time, including any amendments of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgage.the same and

Interpretation, etc. All references in this Mortgage to Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwise. References to any document, instrument, or agreement (a) Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall include be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and ​ to refer to any and all exhibitsreal and personal, schedulestangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other attachments thereto, document (including this Agreement and (bthe other Credit Documents) shall include all 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 restatements thereof. Titles appearing at modifications set forth herein and, in the beginning case of the Merger Agreement, subject to the approval thereof by the Arranger to the extent such approval would be required under Section 3.1), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any subdivisions hereof are for convenience only Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and do not constitute any part of such subdivisions and shall be disregarded in construing (d) the language contained in such subdivisions. The words “this Mortgage”, “this instrument”, “herein”, “hereof” and “hereunder”, “hereby”, “hereunder” and words of similar import import, shall be construed to refer to this Mortgage as a whole Agreement in its entirety and not to any particular subdivision unless expressly so limited. The phrases “this section” and “this subsection” and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” provision hereof. (in its various formsb) means “including without limitation”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless Unless the context otherwise requires, any reference to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or transfer, or similar term, as applicable, to, of or with a separate Person. Unless otherwise specifiedAny division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, references herein to Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any particular other like term shall also constitute such a Person also refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgageentity).

Interpretation, etc. All references With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in this Mortgage to Exhibits, Schedules, articles, sections, subsections, definitions and such other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwise. References to any document, instrument, or agreement Credit Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include all exhibitsthe corresponding masculine, schedules, feminine and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at the beginning of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisionsneuter forms. The words “this Mortgage”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, “this instrument”(i) any reference herein (A) to any Person shall be construed to include such Person’s successors and assigns and (B) to any Guarantor, the Borrowers or any other Credit Party shall be construed to include such Guarantor, the Borrowers or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for such Guarantor, the Borrowers or any other Credit Party, as the case may be, in any insolvency or liquidation proceeding, (ii) the words “herein”, ,” “hereto,” “hereof”, “hereby”, ” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to this Mortgage as a whole such Credit Document in its entirety and not to any particular subdivision unless expressly so limited. The phrases provision thereof, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) the word “this sectionincur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist, (v) the words “asset” and “this subsectionproperty” shall be construed to have the NAI-1537241654v2 same meaning and effect and to refer to any and all tangible and intangible assets and properties, including Cash, securities, accounts and contract rights, (vi) any certification hereunder required to be given by a corporate officer shall be deemed to be made on behalf of the applicable Credit Party and not in the individual capacity of such officer and (vii) (x) Loans may be classified and referred to by Class (e.g., a “Term Loan”) or by Type (e.g., a “SOFR Loan”) or by Class and Type (e.g., a “SOFR Term Loan”) and (y) Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., an “SOFR Borrowing”) or by Class and Type (e.g., an “SOFR Term Borrowing”). (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and similar phrases refer only “until” each mean “to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, but excluding”; and the word “includingthrough” (in its various forms) means “including without limitationto and including.”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Unless otherwise specified, references herein to any particular Person also refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgage.

Interpretation, etc. All references in this Mortgage to Exhibits, Schedules, articles, sections, subsections, The definitions and other subdivisions refer of terms herein shall apply equally to the Exhibitssingular and plural forms of the terms defined. Whenever the context may require, Schedulesany pronoun shall include the corresponding masculine, articlesfeminine and neuter forms. The words “include”, sections, subsections, definitions “includes” and other subdivisions of this Mortgage unless expressly provided otherwise“including” shall be deemed to be followed by the phrase “without limitation”. References The word “will” shall be construed to any document, instrument, or agreement have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall include all exhibitsbe construed as referring to such agreement, schedulesinstrument or other document as from time to time amended, and other attachments thereto, and supplemented or otherwise modified (b) shall include all subject to any restrictions on such amendments, supplements or restatements thereof. Titles appearing at the beginning of modifications set forth herein), (b) any subdivisions hereof are for convenience only and do not constitute reference herein to any part of such subdivisions and Person shall be disregarded in construing construed to include such Person’s successors and assigns, (c) the language contained in such subdivisions. The words “this Mortgage”, “this instrument”, “herein”, “hereof” and “hereunder”, “hereby”, “hereunder” and words of similar import import, shall be construed to refer to this Mortgage as a whole Agreement in its entirety and not to any particular subdivision unless expressly so limited. The phrases “this section” provision hereof, (d) all references herein to Articles, Sections, Exhibits and “this subsection” and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders Schedules shall be construed to include any other genderrefer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words in the singular form “asset” and “property” shall be construed to include have the plural same meaning and vice versa, unless the context otherwise requires. Unless otherwise specified, references herein effect and to refer to any particular Person also refer and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The interest rate on Eurodollar Rate Loans is determined by reference to the LIBO Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Rate Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. Upon the occurrence of a Benchmark Transition Event or an Early Opt-In Election, Section 2.17(a)(ii) provides a mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Borrower, pursuant to Section 2.17(a)(iv), of any change to the reference rate upon which the interest rate on Eurodollar Rate Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBO Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including (i) any such alternative, successor or replacement rate implemented pursuant to Section 2.17(a)(ii), whether upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.17(a)(iii)), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto discontinuance or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgageunavailability.

Interpretation, etc. All references Any of the terms defined herein may, unless the context otherwise requires, be used in this Mortgage to Exhibitsthe singular or the plural, Schedules, articles, sections, subsections, definitions and other subdivisions refer to depending on the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwisereference. References herein to any documentSection, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or agreement (a) other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall include all exhibitsbe in the form of such Appendix, schedulesSchedule, and other attachments theretoor Exhibit with such modifications to such form as are approved by Administrative Agent, and (b) shall include all amendmentsand, supplements or restatements thereof. Titles appearing at in the beginning case of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded Collateral Document, Collateral Agent, in construing the language contained each case in such subdivisionsAgent’s sole discretion. The words “this Mortgagehereof”, “this instrument”, “herein”, “hereofhereunder”, “hereby”, “hereunder” and words of similar import used in this Agreement refer to this Mortgage Agreement as a whole and not to any particular subdivision unless expressly so limitedprovision of this Agreement. The phrases use herein of the words “this sectioninclude” and or “this subsectionincluding,” and similar phrases refer only when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the sections specific items or subsections hereof matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The use herein of the words “continuing”, “continuance”, “existing”, or any words of similar import or derivatives of any such words in which reference to any Event of Default means that such phrases occurEvent of Default has not been expressly waived. The word “orwill” is not exclusive, shall be construed as having the same meaning and effect as the word “including” (in its various forms) means “including without limitationshall”. References The words “assets” and “property” shall be construed as having the same meaning and effect and to a Person’s “discretion” refer to such Person’s sole any and absolute discretionall tangible and intangible assets and properties of any relevant Person or Persons. Pronouns in masculine, feminine The terms lease and neuter genders license shall be construed to include sub-lease and sub-license. Whenever the context may require, any other gender, and words in the singular form pronoun shall be construed to include the plural corresponding masculine, feminine, and vice versaneuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise expressly provided herein, references to statutes, legislative acts, laws, regulations, and rules shall be deemed to refer to such statutes, acts, laws, regulations, and rules as in effect from time to time, including any amendments of the same and any successor statutes, acts, laws, regulations, and rules, unless any such reference is expressly limited to refer to any statute, act, law, regulation, or rule “as in effect on” a specified date. Except as otherwise expressly provided herein, any reference in or to this Agreement (including any Appendix, Schedule, or Exhibit hereto), any other Credit Document, or any other agreement, instrument, or other document shall be construed to refer to the context referenced agreement, instrument, or document as assigned, amended, restated, supplemented, or otherwise requiresmodified from time to time, in each case in accordance with the express terms of this Agreement and any other relevant Credit Document unless such reference is expressly limited to refer to such agreement, instrument, or other document “as in effect on” a specified date. Unless otherwise specifiedexpressly stated, references herein if a Person may not take an action under this Agreement, then it may not take that action indirectly, or take any action assisting or supporting any other Person in taking that action directly or indirectly. “Taking an action indirectly” means taking an action that is not expressly prohibited for the Person but is intended to any particular Person also refer to its successors and permitted assignshave substantially the same effects as the prohibited action. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction Except as otherwise provided therein, this Section 1.3 shall apply hereto or thereto which would require or allow this Mortgage equally to be construed against any party because of its role in drafting this Mortgageeach other Credit Document as if fully set forth therein, mutatis mutandis.

Interpretation, etc. All references in this Mortgage to Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwise. References to any document, instrument, or agreement (a) shall include all exhibitsAny of the terms defined herein may, schedulesunless the context otherwise requires, and other attachments theretobe used in the singular or the plural, and depending on the reference. (b) References herein to any Section, Appendix, Schedule or Exhibit shall include be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. (c) The use herein of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. If any obligation of payment or performance required under the Credit Documents falls on a day which is not a Business Day, then (except as set forth in the definition of Interest Period) the due date will be extended to the immediately following Business Day. (d) The word “will” shall be construed to have the same meaning and effect as the word “shall”. (e) Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as it was originally executed and delivered or as it may from time to time be amended, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, amendments and restatements, supplements or restatements thereof. Titles appearing at the beginning of modifications set forth herein), (ii) any subdivisions hereof are for convenience only and do not constitute reference herein to any part of such subdivisions and Person shall be disregarded in construing construed to include such Person’s successors and permitted assigns, (iii) the language contained in such subdivisions. The words “this Mortgage”, “this instrument”, “herein”, “hereof”, “hereby”, herein” and “hereunder” and words of similar import shall be construed to refer to this Mortgage Agreement as a whole and not to any particular subdivision provision hereof, (iv) any reference to any law or regulation herein shall, unless expressly so limited. The phrases otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (v) the words “this sectionasset” and “this subsectionproperty” and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, have the same meaning and words in the singular form shall be construed effect and to include the plural and vice versa, unless the context otherwise requires. Unless otherwise specified, references herein refer to any particular Person also refer to its successors and permitted assigns. This Mortgage has been reviewed all tangible and negotiated by sophisticated parties with access to legal counsel intangible assets and no rule of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgageproperties, including cash, securities, accounts and contract rights.

Interpretation, etc. All references Any of the terms defined herein may, unless the context otherwise requires, be used in this Mortgage to Exhibitsthe singular or the plural, Schedules, articles, sections, subsections, definitions and other subdivisions refer to depending on the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwisereference. References herein to any documentSection, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or agreement (a) other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall include all exhibitsbe in the form of such Appendix, schedulesSchedule, and other attachments theretoor Exhibit with such modifications to such form as are approved by Administrative Agent, and (b) shall include all amendmentsand, supplements or restatements thereof. Titles appearing at in the beginning case of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded Collateral Document, Collateral Agent, in construing the language contained each case in such subdivisionsAgent’s sole discretion. The words “this Mortgagehereof”, “this instrument”, “herein”, “hereofhereunder”, “hereby”, “hereunder” and words of similar import used in this Agreement refer to this Mortgage Agreement as a whole and not to any particular subdivision unless expressly so limitedprovision of this Agreement. The phrases use herein of the words “this sectioninclude” and or “this subsectionincluding,” and similar phrases refer only when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the sections specific items or subsections hereof matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The use herein of the words “continuing”, “continuance”, “existing”, or any words of similar import or derivatives of any such words in which reference to any Event of Default means that such phrases occurEvent of Default has not been expressly waived. The word “orwill” is not exclusive, shall be construed as having the same meaning and effect as the word “including” (in its various forms) means “including without limitationshall”. References The words “assets” and “property” shall be construed as having the same meaning and effect and to a Person’s “discretion” refer to such Person’s sole any and absolute discretionall tangible and intangible assets and properties of any relevant Person or Persons. Pronouns in masculine, feminine The terms lease and neuter genders license shall be construed to include sub-lease and sub-license. Whenever the context may require, any other gender, and words in the singular form pronoun shall be construed to include the plural corresponding masculine, feminine, and vice versaneuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise expressly provided herein, references to statutes, legislative acts, laws, regulations, and rules shall be deemed to refer to such statutes, acts, laws, regulations, and rules as in effect from time to time, including any amendments of the same and any successor statutes, acts, laws, regulations, and rules, unless the context otherwise requires. Unless otherwise specified, references herein to any particular Person also refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgage.such reference is expressly WEIL:\96958663\10\71605.0155

Interpretation, etc. All references in this Mortgage to Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions refer to Any of the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwise. References to any document, instrument, or agreement (a) shall include all exhibits, schedules, and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at the beginning of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. The words “this Mortgage”, “this instrument”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Mortgage as a whole and not to any particular subdivision unless expressly so limited. The phrases “this section” and “this subsection” and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versaterms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. References herein to any Schedule hereof shall be to that Schedule as it may be supplemented from time to time; provided that no such supplement shall amend, supplement or otherwise modify any Schedule or any representation affected thereby or be or be deemed a waiver of any Default or Event of Default resulting from the matters disclosed therein, except as (i) consented to by Administrative Agent and Requisite Lenders in writing or (ii) supplemented or modified expressly in accordance with the Credit Documents. The use herein of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. A reference to a statute includes all regulations made pursuant to such statute and, unless otherwise specified, the provisions of any statute or regulation which amends, revises, restates, supplements or supersedes any such statute or any such regulation. Unless otherwise specifiedexpressly provided herein, references herein (a) any reference to Organizational Documents, agreements (including the Credit Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are permitted by the Credit Documents and (b) any particular Person also refer reference to its successors a provision of law is a reference to that provision as amended, modified, consolidated, replaced, interpreted or supplemented from time to time, and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access any successor to legal counsel and no rule such provision of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgagelaw.

Interpretation, etc. All references With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in this Mortgage to Exhibits, Schedules, articles, sections, subsections, definitions and such other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwise. References to any document, instrument, or agreement Credit Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include all exhibitsthe corresponding masculine, schedules, feminine and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at the beginning of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisionsneuter forms. The words “this Mortgage”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, “this instrument”(i) any reference herein (A) to any Person shall be construed to include such Person’s successors and assigns and (B) to any Guarantor, the Borrowers or any other Credit Party shall be construed to include such Guarantor, the Borrowers or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for such Guarantor, the Borrowers or any other Credit Party, as the case may be, in any insolvency or liquidation proceeding, (ii) the words “herein”, ,” “hereto,” “hereof”, “hereby”, ” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to this Mortgage as a whole such Credit Document in its entirety and not to any particular subdivision unless expressly so limited. The phrases provision thereof, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) the word “this sectionincur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist, (v) the words “asset” and “this subsectionproperty” 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, (vi) any certification hereunder required to be given by a corporate officer shall be deemed to be made on behalf of the applicable Credit Party and not in the individual capacity of such officer and (vii) (x) Loans may be classified and referred to by Class (e.g., a “Term Loan”) or by Type (e.g., ▇▇▇ “LIBOR RateSOFR Loan”) or by Class and Type (e.g., ▇▇▇ “LIBOR RateSOFR Term Loan”) and (y) Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., an “LIBOR RateSOFR Borrowing”) or by Class and Type (e.g., an “LIBOR RateSOFR Term Borrowing”). i. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and similar phrases refer only “until” each mean “to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, but excluding”; and the word “includingthrough” (in its various forms) means “including without limitationto and including.”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Unless otherwise specified, references herein to any particular Person also refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgage.

Interpretation, etc. All references in this Mortgage to Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwise. References to any document, instrument, or agreement (a) Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall include be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all exhibitsreal and personal, schedulestangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other attachments thereto, document (including this Agreement and (bthe other Credit Documents) shall include all be construed as referring to such agreement, instrument or other document as from time to DMFIRM #406105327 v2 77 time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or restatements thereof. Titles appearing at modifications set forth herein and, in the beginning case of the Merger Agreement, subject to the approval thereof by the Arranger to the extent such approval would be required under Section 3.1), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any subdivisions hereof are for convenience only Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and do not constitute any part of such subdivisions and shall be disregarded in construing (d) the language contained in such subdivisions. The words “this Mortgage”, “this instrument”, “herein”, “hereof” and “hereunder”, “hereby”, “hereunder” and words of similar import import, shall be construed to refer to this Mortgage as a whole Agreement in its entirety and not to any particular subdivision unless expressly so limited. The phrases “this section” and “this subsection” and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” provision hereof. (in its various formsa) means “including without limitation”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless Unless the context otherwise requires, any reference to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or transfer, or similar term, as applicable, to, of or with a separate Person. Unless otherwise specifiedAny division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, references herein to Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any particular other like term shall also constitute such a Person also refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgageentity).

Interpretation, etc. All references With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in this Mortgage to Exhibits, Schedules, articles, sections, subsections, definitions and such other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwise. References to any document, instrument, or agreement Credit Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include all exhibitsthe corresponding masculine, schedules, feminine and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at the beginning of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisionsneuter forms. The words “this Mortgage”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, “this instrument”(i) any reference herein (A) to any Person shall be construed to include such Person’s successors and assigns and (B) to any Guarantor, the Borrowers or any other Credit Party shall be construed to include such Guarantor, the Borrowers or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for such Guarantor, the Borrowers or any other Credit Party, as the case may be, in any insolvency or liquidation proceeding, (ii) the words “herein”, ,” “hereto,” “hereof”, “hereby”, ” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to this Mortgage as a whole such Credit Document in its entirety and not to any particular subdivision unless expressly so limited. The phrases provision thereof, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) the word “this sectionincur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist, (v) the words “asset” and “this subsectionproperty” 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, (vi) any certification hereunder required to be given by a corporate officer shall be deemed to be made on behalf of the applicable Credit Party and not in the individual capacity of such officer and (vii) (x) Loans may be classified and referred to by Class (e.g., a “Term Loan”) or by Type (e.g., an “LIBOR Rate Loan”) or by Class and Type (e.g., an “LIBOR Rate Term Loan”) and (y) Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., an “LIBOR Rate Borrowing”) or by Class and Type (e.g., an “LIBOR Rate Term Borrowing”). (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and similar phrases refer only “until” each mean “to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, but excluding”; and the word “includingthrough” (in its various forms) means “including without limitationto and including.”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Unless otherwise specified, references herein to any particular Person also refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgage.

Interpretation, etc. All references in this Mortgage to Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwise. References to any document, instrument, or agreement (a) shall include all exhibitsAny of the terms defined herein may, schedulesunless the context otherwise requires, and other attachments theretobe used in the singular or the plural, and (b) shall include all amendmentsdepending on the reference. References herein to any Article, supplements Section, Schedule or restatements thereof. Titles appearing at the beginning of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and Exhibit shall be disregarded in construing the language contained in such subdivisionsto an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “this Mortgageinclude”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, plan or other document (including this instrument”Agreement) 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, restatements, supplements or modifications set forth herein), (ii) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, restated, supplemented or otherwise modified (including by succession of comparable successor laws), (iii) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, and (iv) the words “herein”, “hereof” and “hereunder”, “hereby”, “hereunder” and words of similar import import, shall be construed to refer to this Mortgage as a whole Agreement in its entirety and not to any particular subdivision unless expressly so limited. The phrases “this section” and “this subsection” and similar phrases refer only provision hereof. (b) Subject to the sections proviso set forth in the definition of “Interest Period”, whenever any payment to be made hereunder with respect to any Loan or subsections hereof in which such phrases occur. The word “or” any performance of any covenant, duty or obligation shall be stated to be due on a day that is not exclusivea Business Day, such payment or performance shall be due on the next succeeding Business Day, and the word “including” (in its various forms) means “including without limitation”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders extension of time shall be construed to include any other gender, and words included in the singular form shall be construed to include computation of the plural and vice versa, unless the context otherwise requires. Unless otherwise specified, references herein to any particular Person also refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule payment of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgageinterest hereunder.

Interpretation, etc. All references Any of the terms defined herein may, unless the context otherwise requires, be used in this Mortgage to Exhibitsthe singular or the plural, Schedules, articles, sections, subsections, definitions and other subdivisions refer to depending on the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwisereference. References herein to any documentSection, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or agreement (a) other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall include all exhibitsbe in the form of such Appendix, schedulesSchedule, and other attachments theretoor Exhibit with such modifications to such form as are approved by Administrative Agent, and (b) shall include all amendmentsand, supplements or restatements thereof. Titles appearing at in the beginning case of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded Collateral Document, Collateral Agent, in construing the language contained each case in such subdivisionsAgent’s sole discretion. The words “this Mortgagehereof”, “this instrument”, “herein”, “hereofhereunder”, “hereby”, “hereunder” and words of similar import used in this Agreement refer to this Mortgage Agreement as a whole and not to any particular subdivision unless expressly so limitedprovision of this Agreement. The phrases use herein of the words “this sectioninclude” and or “this subsectionincluding,” and similar phrases refer only when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the sections specific items or subsections hereof matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The use herein of the words “continuing”, “continuance”, “existing”, or any words of similar import or derivatives of any such words in which reference to any Event of Default means that such phrases occurEvent of Default has not been expressly waived. The word “orwill” is not exclusive, shall be construed as having the same meaning and effect as the word “including” (in its various forms) means “including without limitationshall”. References The words “assets” and “property” shall be construed as having the same meaning and effect and to a Person’s “discretion” refer to such Person’s sole any and absolute discretionall tangible and intangible assets and properties of any relevant Person or Persons. Pronouns in masculine, feminine The terms lease and neuter genders license shall be construed to include sub-lease and sub-license. Whenever the context may require, any other gender, and words in the singular form pronoun shall be construed to include the plural corresponding masculine, feminine, and vice versaneuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise expressly provided herein, references to statutes, legislative acts, laws, regulations, and rules shall be deemed to refer to such statutes, acts, laws, regulations, and rules as in effect from time to time, including any amendments of the same and any successor statutes, acts, laws, regulations, and rules, unless the context otherwise requires. Unless otherwise specified, references herein any such reference is expressly limited to refer to any particular Person also statute, act, law, regulation, or rule “as in effect on” a specified date. Except as otherwise expressly provided herein, any reference in or to this Agreement, any other Credit Document, or any other agreement, instrument, or other document shall be construed to refer to its successors the referenced agreement, instrument, or document as assigned, amended, restated, supplemented, or otherwise modified from time to time, in each case in accordance with the express terms of this Agreement and permitted assignsany other relevant Credit Document unless such reference is expressly limited to refer to such agreement, instrument, or other document “as in effect on” a specified date. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction Except as otherwise provided therein, this Section 1.3 shall apply hereto or thereto which would require or allow this Mortgage equally to be construed against any party because of its role in drafting this Mortgageeach other Credit Document as if fully set forth therein, mutatis mutandis.

Interpretation, etc. All references in this Mortgage to Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwise. References to any document, instrument, or agreement (a) Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Schedule or Exhibit shall include all exhibitsbe to a Section, schedulesa Schedule or an Exhibit, and other attachments as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, and (b) but rather shall include be deemed to refer to all amendments, supplements other items or restatements thereof. Titles appearing at matters that fall within the beginning of any subdivisions hereof are for convenience only and do not constitute any part broadest possible scope of such subdivisions and shall be disregarded in construing the language contained in such subdivisionsgeneral statement, term or matter. The use herein of the words “this Mortgage”, herein,” “this instrument”, “herein”, hereto,” “hereof”, “hereby”, ” and “hereunder” and words of similar import when used in any Credit Document shall refer to this Mortgage such Credit Document as a whole and not to any particular subdivision unless provision thereof. Unless otherwise expressly so limitedprovided herein, (i) references to Organizational Documents, agreements (including the Credit Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited hereunder; and (b) references to any Legal Requirement shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Legal Requirement. The phrases terms lease and license shall include sub-lease and sub-license, as applicable. Any reference to a Person party to any document shall include a successor in interest to such Person and such Person’s assigns, unless the succession of such Person or the assignment to such Person is not permitted hereunder and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all of the functions thereof. Unless the context otherwise requires, “this sectionneither,” “nor,” “any,” “either” and “this subsectionor” are not exclusive. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and similar phrases refer only “until” each mean “to the sections or subsections hereof in which such phrases occur. The word “orbut excluding;” is not exclusive, and the word “through” means “to and including.” All references to “knowledge” of the Borrower or any of its Restricted Subsidiaries means the actual knowledge of an Authorized Officer. For purposes of determining compliance at any time with Sections 6.1, 6.2 and 6.5, in the event that any Indebtedness, Lien or sale/leaseback transaction (or, in each case, a portion thereof), as applicable, at any time meets the criteria of more than one of the categories of transactions or items permitted pursuant to any clause of such Sections (each of the foregoing, a “Reclassifiable Item”), the Borrower, in its various formssole discretion, may, from time to time, divide, classify or reclassify such Reclassifiable Item (or portion thereof) means “including without limitation”. References to a Person’s “discretion” refer to under one or more clauses of each such Person’s sole Section and absolute discretion. Pronouns in masculine, feminine and neuter genders shall will only be construed required to include such Reclassifiable Item (or portion thereof) in any one category. It is understood and agreed that any Indebtedness, Lien or sale/leaseback transaction need not be permitted solely by reference to one category of permitted Indebtedness, Lien or sale/leaseback transaction under Sections 6.1, 6.2 or 6.5, respectively, but may instead be permitted in part under any combination thereof or under any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Unless otherwise specified, references herein to any particular Person also refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgageavailable exception.

Interpretation, etc. All references Any of the terms defined herein may, unless the context otherwise requires, be used in this Mortgage the singular or the plural, depending on the reference. References herein to Exhibitsany Section, SchedulesAppendix, articlesSchedule or Exhibit shall be to a Section, sectionsan Appendix, subsectionsa Schedule or an Exhibit, definitions and other subdivisions as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the Exhibitsbroadest possible scope of such general statement, Schedules, articles, sections, subsections, definitions term or matter. The word “will” shall be construed to have the same meaning and other subdivisions effect as the word “shall”. Unless the context requires otherwise (i) any definition of this Mortgage unless expressly provided otherwise. References or reference to any documentagreement, instrumentinstrument or other document herein shall be construed as referring to such agreement, instrument or agreement other document as it was originally executed or as it may from time to time be amended, restated, supplemented or otherwise modified (a) shall include all exhibits, schedules, and other attachments thereto, and (b) shall include all subject to any restrictions on such amendments, supplements or restatements thereof. Titles appearing at the beginning of modifications set forth herein), (ii) any subdivisions hereof are for convenience only and do not constitute reference herein to any part of such subdivisions and Person shall be disregarded in construing construed to include such Person’s successors and permitted assigns, (iii) the language contained in such subdivisions. The words “this Mortgage”, “this instrument”, “herein”, “hereof”, “hereby”, herein” and “hereunder” and words of similar import shall be construed to refer to this Mortgage Agreement as a whole and not to any particular subdivision provision hereof, (iv) any reference to any law or regulation herein shall, unless expressly so limited. The phrases otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (v) the words “this sectionasset” and “this subsectionproperty” and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include have the same meaning and effect and to refer to any other genderand all tangible and intangible assets and properties, including cash, securities, accounts and words contract rights. In determining whether any individual event, act, condition or occurrence of the foregoing types could reasonably be expected to result in the singular form a Material Adverse Effect, notwithstanding that a particular event, act, condition or occurrence does not itself have such effect, a Material Adverse Effect shall be construed deemed to include have occurred if the plural cumulative effect of such event, act, condition or occurrence and vice versaall other such events, unless acts, conditions or occurrences of the context otherwise requires. Unless otherwise specified, references herein foregoing types which have occurred could reasonably be expected to any particular Person also refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role result in drafting this Mortgagea Material Adverse Effect.

Interpretation, etc. All references Any of the terms defined herein may, unless the context otherwise requires, be used in this Mortgage the singular or the plural depending on the reference. A gender includes all genders. References herein to Exhibitsany Section, SchedulesSchedule or Exhibit shall be to a Section, articlesa Schedule or an Exhibit, sectionsas the case may be, subsections, definitions and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage Loan Agreement unless expressly provided otherwiseotherwise specifically provided. References Any reference to any document, instrument, an agreement or agreement (a) document shall be deemed to include all exhibits, schedulesannexes, appendices and other attachments schedules thereto. The use herein of the word “include” or “including”, when following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, and (b) but rather shall include be deemed to refer to all amendments, supplements other items or restatements thereof. Titles appearing at matters that fall within the beginning of any subdivisions hereof are for convenience only and do not constitute any part broadest possible scope of such subdivisions general statement, term or matter. The terms “asset” and “property” shall be disregarded in construing construed to have the language contained in such subdivisionssame meaning and effect and refer to any and all tangible and intangible assets and properties, including Cash, Equity Interests, securities, revenues, accounts, leasehold interests and contract rights. The words “this Mortgage”, “this instrument”, “herein”, “hereof”, “herebyherein” and “hereunder”, “hereunder” and words of similar import import, when used in any Loan Document shall refer to this Mortgage such Loan Document as a whole and not to any particular subdivision unless expressly so limitedprovision of such Loan Document. The phrases terms lease and license shall include any sub-lease and sublicense, as applicable. In the computation of a period of time from a specified date to a later date, the word “this sectionfrom” means “from and including” and the words “to” and “this subsectionuntil” each mean “to but excluding”. In addition, (a) references herein to agreements and similar phrases refer other Contractual Obligations shall be deemed to include all subsequent amendments, restatements, novations, modifications, supplements, changes, replacements and waivers to such instruments, but only to the sections extent that such amendments, restatements, novations, modifications, supplements, replacements, changes and waivers are permitted or subsections hereof in which such phrases occur. The word “or” is not exclusive, prohibited by the terms of this Loan Agreement or the affected agreement or Contractual Obligation and the word “including” (in its various forms) means “including without limitation”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Unless otherwise specified, references herein to any particular Person also defined term, section, clause or article of such agreements or Contractual Obligations shall be deemed to refer to its such defined term, section, clause or article of such agreements or Contractual Obligations, as amended, restated or replaced, as appropriate, (b) references herein to Requirements of Law are to be construed as including all statutory provisions consolidating, amending, substituting, reenacting, modifying or replacing the Requirement of Law to which reference is made and all rules and regulations promulgated pursuant to such Requirement of Law, (c) references herein to Persons include their respective successors and permitted assignsassigns and, in the case of any Governmental Authority, any Person succeeding to any of its functions and capacities and (d) references to days shall refer to calendar days, unless Business Days are specified; references to weeks, months or years shall be to calendar weeks, months or years, respectively. A reference to a document includes an agreement (as so defined) in writing or a certificate, notice, instrument or document, or any information recorded in computer disk form. Where a Loan Party is required to provide any document to the Administrative Agent, the Collateral Agent or the Lender under the terms of this Loan Agreement, the relevant document shall be provided in electronic form (as defined in Section 6.06(a)) or both printed and electronic form unless the Administrative Agent, the Collateral Agent or the Lender requests otherwise. This Mortgage Loan Agreement is the result of negotiations among, and has been reviewed by counsel to, the Administrative Agent, the Collateral Agent, the Lender and negotiated by sophisticated parties with access to legal counsel the Loan Parties, and is the product of all parties. In the interpretation of this Loan Agreement, no rule of construction shall apply hereto to disadvantage one party on the ground that such party proposed or thereto which would require was involved in the preparation of any particular provision of this Loan Agreement or allow this Mortgage to Loan Agreement itself. Except where otherwise expressly stated, the Administrative Agent, the Collateral Agent or the Lender may give or withhold, or give conditionally, approvals and consents and may form opinions and make determinations at its absolute discretion. Any requirement of good faith, discretion or judgment by the Administrative Agent, the Collateral Agent or the Lender shall not be construed against to require the Administrative Agent, the Collateral Agent or the Lender to request or await receipt of information or documentation from or with respect to the Borrower, any party because of its role in drafting this Mortgageother Loan Party or any other Person.

Interpretation, etc. All references in this Mortgage to Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwise. References to any document, instrument, or agreement (a) Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall include be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all exhibitsreal and personal, schedulestangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other attachments thereto, document (including this Agreement and (bthe other Credit Documents) shall include all 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 restatements thereof. Titles appearing at modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the beginning case of any subdivisions hereof are for convenience only Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and do not constitute any part of such subdivisions and shall be disregarded in construing (d) the language contained in such subdivisions. The words “this Mortgage”, “this instrument”, “herein”, “hereof” and “hereunder”, “hereby”, “hereunder” and words of similar import import, shall be construed to refer to this Mortgage as a whole Agreement in its entirety and not to any particular subdivision unless expressly so limited. The phrases “this section” and “this subsection” and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” provision hereof. (in its various formsa) means “including without limitation”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless Unless the context otherwise requires, any reference to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or transfer, or similar term, as applicable, to, of or with a separate Person. Unless otherwise specifiedAny division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, references herein to joint venture or any particular other like term shall also constitute such a Person also refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgageentity).

Interpretation, etc. All references in this Mortgage to Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwise. References to any document, instrument, or agreement (a) Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall include be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed ​ ​ to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all exhibitsreal and personal, schedulestangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other attachments thereto, document (including this Agreement and (bthe other Credit Documents) shall include all 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 restatements thereof. Titles appearing at modifications set forth herein and, in the beginning case of the Merger Agreement, subject to the approval thereof by the Arranger to the extent such approval would be required under Section 3.1), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any subdivisions hereof are for convenience only Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and do not constitute any part of such subdivisions and shall be disregarded in construing (d) the language contained in such subdivisions. The words “this Mortgage”, “this instrument”, “herein”, “hereof” and “hereunder”, “hereby”, “hereunder” and words of similar import import, shall be construed to refer to this Mortgage as a whole Agreement in its entirety and not to any particular subdivision unless expressly so limited. The phrases “this section” and “this subsection” and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” provision hereof. (in its various formsb) means “including without limitation”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless Unless the context otherwise requires, any reference to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or transfer, or similar term, as applicable, to, of or with a separate Person. Unless otherwise specifiedAny division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, references herein to Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any particular other like term shall also constitute such a Person also refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Mortgage to be construed against any party because of its role in drafting this Mortgageentity).