Common use of Other Definitional and Interpretive Provisions Clause in Contracts

Other Definitional and Interpretive Provisions. 1.2.1 As used in this Agreement unless the context otherwise requires, (i) words in the masculine or neuter gender include the masculine, feminine and neuter genders, (ii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa, (iii) the words “include”, “includes” and “including” shall be deemed to be followed with the phrase “without limitation”, (iv) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (v) all references to Exhibits or Schedules refer to exhibits or schedules delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement), (vi) the headings of the several sections of this Agreement are included for convenience only and do not in any way affect the meaning or construction of any provision therein, (vii) all references to Sections or Articles refer to Sections or Articles of this Agreement, (viii) all references to “$” or “dollars” refer to U.S. dollars, (ix) any amount to be paid in “$” or “dollars” shall be paid in U.S. dollars, (x) references to a number of days shall refer to calendar days unless Business Days are otherwise specified, (xi) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (xii) any reference herein to any Person shall be construed to include such Person’s successors and assigns to the extent permitted hereunder, and (xiii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. Except as expressly stated in this Agreement, all references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the section.

Other Definitional and Interpretive Provisions. 1.2.1 Unless otherwise defined herein, all terms defined in this Agreement shall have the same defined meanings when used in any certificate, report or other document made or delivered pursuant hereto. 1.2.2 As used in this Agreement unless the context otherwise requires, (i) words in the masculine or neuter gender include the masculine, feminine and neuter genders, (ii) the terms defined in the singular shall have a comparable meaning when used in the plural words "include", "includes" and vice versa, (iii) the words “include”, “includes” and “"including” " shall be deemed to be followed with the phrase “"without limitation”", (iviii) the word “"will” " shall be construed to have the same meaning and effect as the word “"shall”", (viv) all references to Exhibits or Schedules refer to exhibits or schedules delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement), (vi) the headings of the several sections of this Agreement are included for convenience only and do not in any way affect the meaning or construction of any provision therein, (viiv) all references to Sections or Articles refer to Sections or Articles of this Agreement, (viiivi) all references to “"$” " or “"dollars” " refer to U.S. dollars, (ixvii) any amount to be paid in “"$” " or “"dollars” " shall be paid in U.S. dollars, (x) references to a number of days shall refer to calendar days unless Business Days are otherwise specified, (xiviii) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (xiiix) any reference herein to any Person person shall be construed to include such Person’s person's successors and assigns to the extent permitted hereunderassigns, and (xiiix) the words “"herein”", “"hereof” " and “"hereunder”", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (xi) any report, document, officer's certificate or any other instrument required to be delivered hereunder which does not conform to the requirements hereof at the time of delivery shall be deemed non-conforming and shall not relieve the person delivering such non-conforming report, document, officer's certificate or instrument from its obligations to deliver a conforming report, document, officer's certificate or instrument. Except as expressly stated in this Agreement, all references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the section.

Other Definitional and Interpretive Provisions. 1.2.1 As used (a) Unless otherwise specified therein, all terms defined in this Agreement unless shall have the context otherwise requiresdefined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto. (b) As used herein and in the other Loan Documents, and in any certificate or other document made or delivered pursuant hereto or thereto, (i) words accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the masculine or neuter gender include extent not defined, shall have the masculine, feminine and neuter gendersrespective meanings given to them under GAAP, (ii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa, (iii) the words “include”, ,” “includes” and “including” shall be deemed to be followed with by the phrase “without limitation”,” (iii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, (v) references to a given time of day shall, unless otherwise specified, be deemed to refer to Pacific time, and (vi) references to agreements (including this Agreement) or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated, amended and restated or otherwise modified from time to time. (c) The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless otherwise specified. The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Unless the context requires otherwise, (v) all references to Exhibits or Schedules refer to exhibits or schedules delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement), (vi) the headings of the several sections of this Agreement are included for convenience only and do not in any way affect the meaning or construction of any provision therein, (vii) all references to Sections or Articles refer to Sections or Articles of this Agreement, (viii) all references to “$” or “dollars” refer to U.S. dollars, (ix) any amount to be paid in “$” or “dollars” shall be paid in U.S. dollars, (x) references to a number of days shall refer to calendar days unless Business Days are otherwise specified, (xi) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (xiii) any reference herein to any Person shall be construed to include such Person’s successors and assigns assigns, (ii) unless otherwise specified, all references herein to the extent permitted hereunderArticles, Sections, Exhibits and (xiii) the words “herein”, “hereof” and “hereunder”, and words of similar import, Schedules shall be construed to refer to this Agreement in its entirety Articles and not to any particular provision hereof. Except as expressly stated in Sections of, and Exhibits and Schedules to, this Agreement, all references and (iii) any reference to any statute, rule law or regulation are herein shall, unless otherwise specified, refer to the statute, rule such law or regulation as amended, modified, modified or supplemented or replaced from time to time time. (andd) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. (e) Any reference in any Loan Document to a merger, transfer, consolidation, amalgamation, consolidation, 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, consolidation, assignment, sale or transfer, or similar term, as applicable, to, of or with a separate Person. Any Division of a limited liability company shall constitute a separate Person under the Loan Documents (and each Division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity) on the first date of its existence. In connection with any Division, if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then such asset shall be deemed to have been transferred from the original Person to the subsequent Person. (f) In the event that any Indebtedness, Lien, Restricted Payment, Investment or payment with respect to Subordinated Indebtedness meets the criteria of more than one of the categories described in Sections 7.2, 7.3, 7.6, 7.7 or 7.18, respectively, the Borrower, in its sole discretion, may elect to classify or reclassify such Indebtedness, Lien, Restricted Payment, Investment or payment with respect to Subordinated Indebtedness, as the case may be (or any portion thereof), and will only be required to include the amount and type of statutessuch Indebtedness, include any rules and regulations promulgated under Lien, Restricted Payment, Investment or payment with respect to Subordinated Indebtedness, as the statute) and case may be, being so reclassified in the permitted category of Indebtedness, Lien, Restricted Payment, Investment or payment with respect to any section of any statuteSubordinated Indebtedness, rule as the case may be, to which such Indebtedness, Lien, Restricted Payment, Investment or regulation include any successor payment with respect to the sectionSubordinated Indebtedness is being reclassified.

Other Definitional and Interpretive Provisions. 1.2.1 As used (a) Unless otherwise specified therein, all terms defined in this Agreement unless shall have the context otherwise requiresdefined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto. (b) As used herein and in the other Loan Documents, and in any certificate or other document made or delivered pursuant hereto or thereto, (i) words accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the masculine or neuter gender include extent not defined, shall have the masculine, feminine and neuter gendersrespective meanings given to them under GAAP, (ii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa, (iii) the words “include”, ,” “includes” and “including” shall be deemed to be followed with by the phrase “without limitation”,” (iii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, (v) references to a given time of day shall, unless otherwise specified, be deemed to refer to Pacific time, (vi) references to agreements (including this Agreement) or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated, amended and restated or otherwise modified from time to time and (vii) references to a fiscal year, unless otherwise specified, shall be deemed to refer to the fiscal year of Pagaya Parent. (c) The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless otherwise specified. The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Unless the context requires otherwise, (v) all references to Exhibits or Schedules refer to exhibits or schedules delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement), (vi) the headings of the several sections of this Agreement are included for convenience only and do not in any way affect the meaning or construction of any provision therein, (vii) all references to Sections or Articles refer to Sections or Articles of this Agreement, (viii) all references to “$” or “dollars” refer to U.S. dollars, (ix) any amount to be paid in “$” or “dollars” shall be paid in U.S. dollars, (x) references to a number of days shall refer to calendar days unless Business Days are otherwise specified, (xi) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (xiii) any reference herein to any Person shall be construed to include such Person’s successors and assigns assigns, (ii) unless otherwise specified, all references herein to the extent permitted hereunderArticles, Sections, Exhibits and (xiii) the words “herein”, “hereof” and “hereunder”, and words of similar import, Schedules shall be construed to refer to this Agreement in its entirety Articles and not to any particular provision hereof. Except as expressly stated in Sections of, and Exhibits and Schedules to, this Agreement, all references and (iii) any reference to any statute, rule law or regulation are herein shall, unless otherwise specified, refer to the statute, rule such law or regulation as amended, modified, modified or supplemented or replaced from time to time time. (andd) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. (e) Any reference in any Loan Document to a merger, transfer, consolidation, amalgamation, consolidation, 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 case unwinding of statutessuch a Division or allocation), include any rules and regulations promulgated as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale or transfer, or similar term, as applicable, to, of or with a separate Person. Any Division of a limited liability company shall constitute a separate Person under the statute) Loan Documents (and to any section each Division of any statutelimited liability company that is a Subsidiary, rule joint venture or regulation include any successor other like term shall also constitute such a Person or entity) on the first date of its existence. In connection with any Division, if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then such asset shall be deemed to have been transferred from the original Person to the sectionsubsequent Person. (f) For purposes of determining compliance at any time with Sections 7.2, 7.3, 7.5,

Other Definitional and Interpretive Provisions. 1.2.1 As used in this Agreement unless the context otherwise requires, (i) words in the masculine or neuter gender include the masculine, feminine and neuter genders, (ii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa, (iii) the words “include”, “includes” and “including” shall be deemed to be followed with the phrase “without limitation”, (iv) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (v) all references to Exhibits or Schedules refer to exhibits or schedules delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement), (vi) the table of contents and the headings of the several sections of this Agreement are included for convenience only and do not in any way affect the meaning or construction of any provision therein, (vii) all references to Sections or Articles refer to Sections or Articles of this Agreement, (viii) all references to “$” or “dollars” refer to U.S. dollars, (ix) any amount to be paid in “$” or “dollars” shall be paid in U.S. dollars, (x) references to a number of days shall refer to calendar days unless Business Days are otherwise specified, (xi) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (xiix) any reference herein to any Person shall be construed to include such Person’s successors and assigns to the extent permitted or authorized hereunder, and (xiiixi) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. Except as expressly stated in this Agreement, all references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the section.

Other Definitional and Interpretive Provisions. 1.2.1 (a) As used herein and in this Agreement unless the context otherwise requiresother Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) words accounting terms relating to the Company not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the masculine or neuter gender include extent not defined, shall have the masculine, feminine and neuter gendersrespective meanings given to them under GAAP, (ii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa, (iii) the words “include”, ,” “includes” and “including” shall be deemed to be followed with by the phrase “without limitation”,” (iii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the word words “willasset” and “property” Table of Contents shall be construed to have the same meaning and effect as the word “shall”and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, (v) all references to Exhibits agreements or Schedules refer to exhibits or schedules delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement)other Contractual Obligations shall, (vi) the headings of the several sections of this Agreement are included for convenience only and do not in any way affect the meaning or construction of any provision therein, (vii) all references to Sections or Articles refer to Sections or Articles of this Agreement, (viii) all references to “$” or “dollars” refer to U.S. dollars, (ix) any amount to be paid in “$” or “dollars” shall be paid in U.S. dollars, (x) references to a number of days shall refer to calendar days unless Business Days are otherwise specified, (xi) any definition of or reference be deemed to any agreement, instrument or other document shall be construed as referring refer to such agreement, instrument agreements or other document Contractual Obligations as from time to time amended, restatedsupplemented, amended and restated, supplemented restated or otherwise modified from time to time time, (subject vi) any reference to any restrictions on law or regulation herein shall, unless otherwise specified, refer to such amendmentslaw or regulation as amended, restatements, supplements modified or modifications set forth herein), supplemented from time to time and (xiivii) any reference herein to any Person shall be construed to include such Person’s successors and assigns assigns. (b) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time. Notwithstanding anything to the extent permitted hereundercontrary contained herein, and all financial statements delivered hereunder shall be prepared, without giving effect to any election under Statement of Financial Accounting Standards 159 (xiiior any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof. (c) The words “hereof,” “herein”, “hereof” and “hereunder”, ” and words of similar import, when used in this Agreement, shall be construed to refer to this Agreement in its entirety as a whole and not to any particular provision hereof. Except as expressly stated in of this Agreement, all and Section, Schedule and Exhibit references to any statute, rule or regulation are to this Agreement unless otherwise specified. (d) The meanings given to terms defined herein shall be equally applicable to both the statutesingular and plural forms of such terms. (e) The word “or” or “and/or” as among several clauses is not exclusive unless the context otherwise requires. (f) Any Default or Event of Default that occurs and is continuing solely as a result of a failure of the Company to provide to the Administrative Agent or a Lender Party a notice, rule a report, a budget, a certificate, financial statements or regulation a similar written deliverable (collectively, a “Reporting Deliverable”) prior to the date set forth herein with respect thereto or the expiration of the time period specified for the delivery of such Reporting Deliverable shall be deemed to be cured upon delivery of such Reporting Deliverable to the applicable Agent or such Lender Party, as amendedapplicable, modified, supplemented notwithstanding that the time period for delivery of such Reporting Deliverable shall have expired or replaced from time to time passed. (andg) For all purposes under the Loan Documents, in the case connection with any division or plan of statutesdivision under Delaware law (or any comparable event under a different jurisdiction’s laws): (i) if any asset, include any rules and regulations promulgated under the statute) and to any section right, obligation or liability of any statutePerson becomes the asset, rule right, obligation or regulation include any successor liability of a different Person, then it shall be deemed to have been transferred from the original Person to the sectionsubsequent Person, and (ii) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Capital Stock at such time.

Other Definitional and Interpretive Provisions. 1.2.1 As used References in this Agreement to “Articles”, “Sections”, “Annexes”, “Exhibits”, or “Schedules” shall be to Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement unless the context otherwise requires, (i) words in the masculine or neuter gender include the masculine, feminine and neuter genders, (ii) the terms specifically provided. Any term defined herein may be used in the singular shall have a comparable meaning when used in the plural and vice versa, (iii) the words or plural. “includeInclude”, “includes” and “including” shall be deemed to be followed with the phrase by “without limitation”. References made in the neuter, (iv) the masculine or feminine gender shall be deemed to have been made in all such genders. The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Except as otherwise specified or limited herein, (v) all references to Exhibits or Schedules refer to exhibits or schedules delivered herewith or attached hereto (each any Person include the successors and permitted assigns of which is deemed to be a part of this Agreement), (vi) the headings of the several sections of this Agreement are included for convenience only and do not in any way affect the meaning or construction of any provision therein, (vii) all references to Sections or Articles refer to Sections or Articles of this Agreement, (viii) all references to such Person. References “$from” or “dollarsthrough” refer to U.S. dollarsany date mean, (ix) any amount to be paid in unless otherwise specified, “$from and including” or “dollars” through and including”, respectively. References to any statute or act shall include all related current regulations and all amendments and any successor statutes, acts and regulations. All amounts used for purposes of financial calculations required to be made herein shall be paid without duplication. References to any statute or act, without additional reference, shall be deemed to refer to federal statutes and acts of the United States. References to any agreement, instrument or document shall include all schedules, exhibits, annexes and other attachments thereto. References to capitalized terms that are not defined herein, but are defined in U.S. dollarsthe UCC, (x) shall have the meanings given them in the UCC. All references herein to a number merger, transfer, consolidation, amalgamation, assignment, sale or transfer, or analogous term, will be construed to mean also a division of days or by a limited liability company, as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or transfer, or similar term, as applicable. Any series of limited liability company shall refer to calendar days unless Business Days are otherwise specified, (xi) any be considered a separate Person. Any definition of or reference to any agreement, instrument or other document shall herein or in any Financing Document shall, unless otherwise specified, be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time or extended, replaced or refinanced (subject to any restrictions or qualifications on such amendments, restatements, amendment and restatements, supplements or modifications or extensions, replacements or refinancings set forth herein), (xii) any reference herein to any Person shall be construed to include such Person’s successors and assigns to the extent permitted hereunder, and (xiii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. Except as expressly stated in this Agreement, all references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the section.

Other Definitional and Interpretive Provisions. 1.2.1 As (a) All terms in this Agreement, the Exhibits and Schedules hereto shall have the same defined meanings when used in any other Loan Documents, unless the context shall require otherwise. (b) Except as otherwise expressly provided herein, all accounting terms not specifically defined or specified herein shall have the meanings generally attributed to such terms under GAAP, including applicable statements and interpretations issued by the Financial Accounting Standards Board and bulletins, opinions, interpretations and statements issued by the American Institute of Certified Public Accountants or its committees. All accounting terms used in §§7.5, 7.6, 7.7 and 7.8 shall, unless otherwise indicated, apply to K-Sea Transportation and its Subsidiaries on a consolidated basis. (c) All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural, and the plural shall include the singular. (d) The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement unless the context otherwise requires, (i) words in the masculine or neuter gender include the masculine, feminine and neuter genders, (ii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa, (iii) the words “include”, “includes” and “including” shall be deemed to be followed with the phrase “without limitation”, (iv) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (v) all references to Exhibits or Schedules refer to exhibits or schedules delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement), (vi) the headings of the several sections of this Agreement are included for convenience only and do not in any way affect the meaning or construction of any provision therein, (vii) all references to Sections or Articles refer to Sections or Articles of this Agreement, (viii) all references to “$” or “dollars” refer to U.S. dollars, (ix) any amount to be paid in “$” or “dollars” shall be paid in U.S. dollars, (x) references to a number of days shall refer to calendar days unless Business Days are otherwise specified, (xi) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (xii) any reference herein to any Person shall be construed to include such Person’s successors and assigns to the extent permitted hereunder, and (xiii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety as a whole and not to any particular provision hereofprovisions of this Agreement. (e) The preamble hereto is part of this Agreement. Except as expressly stated Titles of Sections in this Agreement are for convenience only, do not constitute part of this Agreement and neither limit nor amplify the provisions of this Agreement, and all references in this Agreement to any statuteSections, rule Subsections, paragraphs, clauses, subclasses, Schedules or regulation are Exhibits shall refer to the statutecorresponding Section, rule Subsection, paragraph clause, subclause, Schedule or regulation Exhibit attached to this Agreement, unless specific reference is made to the articles, sections or other subdivisions or divisions of such Schedule or Exhibit to or in another document or instrument. (f) Subject at all times to §7.2, each definition of a document in this Agreement shall include such document as amended, modified, supplemented supplemented, restated, renewed or replaced extended from time to time. (g) Except where specifically restricted, reference to a party in a Loan Document includes that party and its successors and assigns permitted hereunder or under such Loan Document. (h) Unless otherwise specifically stated, whenever a time is referred to in this Agreement or in any other Loan Document, such time shall be the local time in Providence, Rhode Island and New York, New York. (and, i) Any list in this Agreement of one or more items preceded by the case of statutes, words "include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor "including" shall not be deemed limited to the sectionstated items but shall be deemed without limitation.

Other Definitional and Interpretive Provisions. 1.2.1 As With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. (b) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof. (c) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears. (d) Unless otherwise specified therein, all terms defined in this Agreement unless shall have the context otherwise requiresdefined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto. (e) As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) words accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the masculine or neuter gender include extent not defined, shall have the masculine, feminine and neuter gendersrespective meanings given to them under GAAP, (ii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa, (iii) the words “include”, “includes” and “including” shall be deemed to be followed with by the phrase “without limitation”, (iviii) the word “willincur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), and (iv) the words “asset” and “property” shall be construed to have the same meaning and effect as the word “shall”and to refer to any and all tangible and intangible assets and properties, including cash, Equity Interests, securities, revenues, accounts, leasehold interests and contract rights, and (v) all references to Exhibits or Schedules refer to exhibits or schedules delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement)unless otherwise expressly provided herein, (vi) the headings of the several sections of this Agreement are included for convenience only and do not in any way affect the meaning or construction of any provision therein, (vii) all references to Sections or Articles refer to Sections or Articles of this Agreement, (viii) all references to “$” or “dollars” refer to U.S. dollars, (ix) any amount to be paid in “$” or “dollars” shall be paid in U.S. dollars, (xa) references to a number of days shall refer to calendar days unless Business Days are otherwise specifiedOrganizational Documents, (xi) any definition of or reference to any agreement, instrument agreements or other document Contractual Obligations (including the Loan Documents) shall be construed as referring deemed to such agreementinclude all subsequent amendments, instrument or restatements, extensions, supplements and other document as from time modifications thereto, but only to time amended, restated, amended and restated, supplemented or otherwise modified from time to time (subject to any restrictions on the extent that such amendments, restatements, extensions, supplements or and other modifications set forth herein), are not prohibited by any Loan Document; and (xiib) any reference herein references to any Person Requirement of Law or Applicable Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law. (f) Any financial ratios required to be construed to include such Person’s successors and assigns to maintained by the extent permitted hereunder, and (xiii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer Group Members pursuant to this Agreement in its entirety shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and not to any particular provision hereof. Except as expressly stated in this Agreement, all references to any statute, rule rounding the result up or regulation are down to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time nearest number (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the sectionwith a rounding-up if there is no nearest number).

Other Definitional and Interpretive Provisions. 1.2.1 As (i) All terms in this Agreement, the Exhibits and Schedules hereto shall have the same defined meanings when used in the Notes, unless the context shall require otherwise. (ii) All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural, and the plural shall include the singular. (iii) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement unless the context otherwise requires, (i) words in the masculine or neuter gender include the masculine, feminine and neuter genders, (ii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa, (iii) the words “include”, “includes” and “including” shall be deemed to be followed with the phrase “without limitation”, (iv) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (v) all references to Exhibits or Schedules refer to exhibits or schedules delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement), (vi) the headings of the several sections of this Agreement are included for convenience only and do not in any way affect the meaning or construction of any provision therein, (vii) all references to Sections or Articles refer to Sections or Articles of this Agreement, (viii) all references to “$” or “dollars” refer to U.S. dollars, (ix) any amount to be paid in “$” or “dollars” shall be paid in U.S. dollars, (x) references to a number of days shall refer to calendar days unless Business Days are otherwise specified, (xi) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (xii) any reference herein to any Person shall be construed to include such Person’s successors and assigns to the extent permitted hereunder, and (xiii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety as a whole and not to any particular provision hereofprovisions of this Agreement. (iv) The preamble hereto is part of this Agreement. Except as expressly stated Titles of Section s in this Agreement are for convenience only, do not constitute part of this Agreement and neither limit nor amplify the provisions of this Agreement, and all references in this Agreement to any statuteSection s, rule SubSection s, paragraphs, clauses, subclasses, Schedules or regulation are Exhibits shall refer to the statutecorresponding Section , rule SubSection , paragraph clause, subclause, Schedule or regulation Exhibit attached to this Agreement, unless specific reference is made to the articles, Section s or other subdivisions or divisions of such Schedule or Exhibit to or in another document or instrument. (v) Each definition of a document in this Agreement shall include such document as amended, modified, supplemented supplemented, restated, renewed or replaced extended from time to time. (vi) Except where specifically restricted, reference to a party includes that party and its successors and assigns permitted hereunder. (vii) Unless otherwise specifically stated, whenever a time is referred to in this Agreement or in any other Loan Document, such time shall be the local time in Boston, Massachusetts. (and, viii) Any list in this Agreement of one or more items preceded by the case of statutes, words “include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor “including” shall not be deemed limited to the sectionstated items but shall be deemed without limitation.