Common use of Other Definitional Provisions and References Clause in Contracts

Other Definitional Provisions and References. 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 otherwise specifically provided. Any term defined herein may be used in the singular or plural. “Include”, “includes” and “including” shall be deemed to be followed by “without limitation” unless otherwise specifically provided. Except as otherwise specified or limited herein, references to any Person include the successors and assigns of such Person. References “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”, respectively, and references to “to” or “until” any date mean, unless otherwise specified, “to but excluding”. Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties hereto shall be made in lawful money of the United States and in immediately available funds. Time is of the essence for each performance obligation of the Loan Parties under this Agreement and each Loan Document. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. Unless otherwise specified herein, references to any statute or act shall include all related current regulations and all amendments and any successor statutes, acts and regulations. Unless otherwise specified herein, references to any agreement, instrument or document (i) shall include all schedules, exhibits, annexes and other attachments thereto and (ii) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein or in any other Loan Document). Unless otherwise specified herein, any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or otherwise within the limitations of, another covenant shall not avoid the occurrence of an Event of Default if such action is taken or condition exists. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of a breach of a representation or warranty hereunder. For purposes of this Agreement, a Loan Party will be deemed to have knowledge of a particular fact or other matter if any Loan Party or any officer, director or member of senior management of any Loan Party (or any of their equivalents): (a) is actually aware of such fact or other matter; or (b) a prudent Person would reasonably be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonably comprehensive investigation concerning the existence of such fact or other matter. Unless otherwise expressly stated, Dollar ($) baskets set forth in the representations and warranties, covenants and events of default provisions of this Agreement (and other similar baskets) are calculated as of each date of measurement by the Dollar equivalents thereof as of such date of measurement. Unless otherwise expressly stated, if a Loan Party may not take an action under this Agreement or any other Loan Document, 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 Loan Party but is intended to have substantially the same effects as the prohibited action.

Other Definitional Provisions and References. 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 otherwise specifically provided. Any term defined herein may be used in the singular or plural. “Include”, “includes” and “including” shall be deemed to be followed by “without limitation”. “Or” unless otherwise specifically providedshall be construed to mean “and/or”. Except as otherwise specified or limited herein, references to any Person include the successors and assigns of such Person. References “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”, respectively. No provision of any Loan Documents shall be construed against any party by reason of such party having, and references or being deemed to “to” or “until” any date meanhave, unless otherwise specified, “to but excluding”drafted the provision. Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties hereto shall be made in lawful money of the United States and in immediately available funds. Time is of the essence for each performance obligation of the Loan Parties under this Agreement and each Loan Document. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. Unless otherwise specified herein, references References to any statute or act shall include all related current regulations and all amendments and any successor statutes, acts and regulations. Unless otherwise specified herein, references References to any agreement, instrument or document (ia) shall include all schedules, exhibits, annexes and other attachments thereto and (iib) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein or in any other Loan Document). Unless otherwise specified herein, any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or otherwise within the limitations of, another covenant shall not avoid the occurrence of an Event of Default if such action is taken or condition exists. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of a breach of a representation or warranty hereunder. For purposes of this Agreement, a Loan Party will be deemed to have knowledge of a particular fact or other matter if any Loan Party or any officer, director or member of senior management of any Loan Party (or any of their equivalents): (a) is actually aware of such fact or other matter; or (b) a prudent Person would reasonably be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonably comprehensive investigation concerning the existence of such fact or other matter. Unless otherwise expressly stated, specified herein Dollar ($) baskets set forth in the representations and warrantieswarranty, covenants and events event of default provisions of this Agreement (and other similar baskets) are calculated as of each date of measurement by the Dollar equivalents Equivalent Amount thereof as of such date of measurement. Unless otherwise expressly stated, if Reference to a Loan Party may not take an action under this Agreement Party’s “knowledge” or any other Loan Document, then it may not take that action indirectlysimilar concept means actual knowledge of a senior officer, or take any action assisting knowledge that a senior officer would have obtained if he or supporting any other Person she had engaged in taking that action directly good faith and diligent performance of his or indirectly. “Taking an action indirectly” means taking an action that is not expressly prohibited for her duties, including reasonably specific inquiries of employees or agents and a good faith attempt to ascertain the Loan Party but is intended to have substantially the same effects as the prohibited actionmatter.

Other Definitional Provisions and References. References in this Agreement to “Articles”, “Sections”, “Annexes”, “Exhibits”, “Appendices” or “Schedules” shall be to Articles, Sections, Annexes, Exhibits Exhibits, Appendices or Schedules of or to this Agreement unless otherwise specifically provided. Any term defined herein may be used in the singular or plural. “Include”, “includes” and “including” shall be deemed to be followed by “without limitation.” unless otherwise specifically provided. Except as otherwise specified or limited herein, references to any Person include the successors and assigns of such Person. References The references “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”, ,” respectively, and references . References in any Loan Document to “to” the knowledge (or “until” an analogous phrase) of any date mean, unless otherwise specified, “Loan Party are intended to but excluding”signify that such Loan Party has actual knowledge or awareness of a particular fact or circumstance after due inquiry. Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties hereto shall be made in lawful money of the United States and in immediately available funds. Time is of the essence for in Xxxxxxxx’s and each other Loan Party’s performance obligation of the Loan Parties under this Agreement and each all other Loan DocumentDocuments. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. Unless Except as otherwise specified or limited herein, references to any statute or act shall include all related current regulations regulations, rules and orders and all amendments and supplements and any successor or replacement statutes, acts and regulations. Unless otherwise specified hereinReferences to any statute or act, references without additional reference, shall be deemed to refer to federal statutes and acts of the United States. References to any agreement, instrument or document (iincluding the Loan Documents and any Organizational Document) shall include all schedules, exhibits, annexes annexes, appendices and other attachments thereto and (ii) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, modified, extended, restated, replaced or supplemented or otherwise modified (subject to any restrictions on such amendments, amendments and restatements, modifications, extensions, restatements, replacements and supplements or modifications set forth herein or in any other Loan Document). Unless otherwise specified herein, any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or otherwise within the limitations of, another covenant shall not avoid the occurrence of an Event of Default if such action is taken or condition exists. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of a breach of a representation or warranty hereunder. For purposes of this Agreement, a Loan Party will be deemed to have knowledge of a particular fact or other matter if any Loan Party or any officer, director or member of senior management of any Loan Party (or any of their equivalents): (a) is actually aware of such fact or other matter; or (b) a prudent Person would reasonably be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonably comprehensive investigation concerning the existence of such fact or other matter. Unless otherwise expressly stated, Dollar ($) baskets set forth in the representations and warranties, covenants and events of default provisions of this Agreement (and other similar baskets) are calculated as of each date of measurement by the Dollar equivalents thereof as of such date of measurement. Unless otherwise expressly stated, if a Loan Party may not take an action under this Agreement or any other Loan Document, 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 Loan Party but is intended to have substantially the same effects as the prohibited action.

Other Definitional Provisions and References. References in this Credit Agreement to “Articles”, “Sections”, “Annexes”, “Exhibits”, “Appendices” or “Schedules” shall be to Articles, Sections, Annexes, Exhibits Exhibits, Appendices or Schedules of or to this Credit Agreement unless otherwise specifically provided. Any term defined herein may be used in the singular or plural. “Include”, “includes” and “including” shall be deemed to be followed by “without limitation.” unless otherwise specifically provided. Except as otherwise specified or limited herein, references to any Person include the successors and assigns of such Person. References The references “from” or “through” any date mean, unless un-less otherwise specified, “from and including” or “through and including”,” respectively. References in any Fundamental Document to the knowledge (or an analogous phrase) of any Borrower or Guarantor are intended to signify that such Borrower or Guarantor has actual knowledge or awareness of a particular fact or circumstance or that such Borrower or Guarantor, respectivelyif it had exercised reasonable diligence, and references to “to” would have known or “until” any date mean, unless otherwise specified, “to but excluding”been aware of such fact or circumstance. Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties hereto shall be made in lawful money of the United States and in immediately available funds. Time is of the essence for each in Borrowers’ and Guarantors’ performance obligation of the Loan Parties under this Credit Agreement and each Loan Documentall other Fundamental Documents. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. Unless Except as otherwise specified or limited herein, references to any statute or act shall include all related current regulations regulations, rules and orders and all amendments and supplements and any successor or replacement statutes, acts and regulations. Unless otherwise specified hereinReferences to any statute or act, references without additional reference, shall be deemed to refer to federal statutes and acts of the United States. References to any agreement, instrument or document (iincluding the Fundamental Documents) shall include all schedules, exhibits, annexes annexes, appendices and other attachments thereto and (ii) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, modified, extended, restated, replaced or supplemented or otherwise modified (subject to any restrictions on such amendments, amendments and restatements, modifications, extensions, restatements, replacements and supplements or modifications set forth herein or in any other Loan Fundamental Document). Unless otherwise specified herein, any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or otherwise within the limitations of, another covenant shall not avoid the occurrence of an Event of Default if such action is taken or condition exists. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of a breach of a representation or warranty hereunder. For purposes of this Agreement, a Loan Party will be deemed to have knowledge of a particular fact or other matter if any Loan Party or any officer, director or member of senior management of any Loan Party (or any of their equivalents): (a) is actually aware of such fact or other matter; or (b) a prudent Person would reasonably be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonably comprehensive investigation concerning the existence of such fact or other matter. Unless otherwise expressly stated, Dollar ($) baskets set forth in the representations and warranties, covenants and events of default provisions of this Agreement (and other similar baskets) are calculated as of each date of measurement by the Dollar equivalents thereof as of such date of measurement. Unless otherwise expressly stated, if a Loan Party may not take an action under this Agreement or any other Loan Document, 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 Loan Party but is intended to have substantially the same effects as the prohibited action.

Other Definitional Provisions and References. References in this Agreement to “Articles”"Sections", “Sections”"Annexes", “Annexes”"Exhibits", “Exhibits” "Appendices" or “"Schedules” " shall be to Articles, Sections, Annexes, Exhibits Exhibits, Appendices or Schedules of or to this Agreement unless otherwise specifically provided. Any term defined herein may be used in the singular or plural. “"Include”", “"includes” " and “"including” " shall be deemed to be followed by “"without limitation” unless otherwise specifically provided. ." Except as otherwise specified or limited herein, references to any Person include the successors and assigns of such Person. References “The references "from” " or “"through” " any date mean, unless otherwise specified, “"from and including” " or “"through and including”," respectively. References in any Loan Document to the knowledge (or an analogous phrase) of any Loan Party are intended to signify that such Loan Party has actual knowledge or awareness of a particular fact or circumstance or that such Loan Party, respectivelyif it had exercised reasonable diligence, and references to “to” would have known or “until” any date mean, unless otherwise specified, “to but excluding”been aware of such fact or circumstance. Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties hereto shall be made in lawful money of the United States and in immediately available funds. Time is of the essence for in Bxxxxxxx's and each other Loan Party's performance obligation of the Loan Parties under this Agreement and each all other Loan DocumentDocuments. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. Unless Except as otherwise specified or limited herein, references to any statute or act shall include all related current regulations regulations, rules and orders and all amendments and supplements and any successor or replacement statutes, acts and regulations. Unless otherwise specified hereinReferences to any statute or act, references without additional reference, shall be deemed to refer to federal statutes and acts of the United States. References to any agreement, instrument or document (iincluding the Loan Documents and any Organizational Document) shall include all schedules, exhibits, annexes annexes, appendices and other attachments thereto and (ii) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, modified, extended, restated, replaced or supplemented or otherwise modified (subject to any restrictions on such amendments, amendments and restatements, modifications, extensions, restatements, replacements and supplements or modifications set forth herein or in any other Loan Document). Unless otherwise specified herein, any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or otherwise within the limitations of, another covenant shall not avoid the occurrence of an Event of Default if such action is taken or condition exists. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of a breach of a representation or warranty hereunder. For purposes of this Agreement, a Loan Party will be deemed to have knowledge of a particular fact or other matter if any Loan Party or any officer, director or member of senior management of any Loan Party (or any of their equivalents): (a) is actually aware of such fact or other matter; or (b) a prudent Person would reasonably be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonably comprehensive investigation concerning the existence of such fact or other matter. Unless otherwise expressly stated, Dollar ($) baskets set forth in the representations and warranties, covenants and events of default provisions of this Agreement (and other similar baskets) are calculated as of each date of measurement by the Dollar equivalents thereof as of such date of measurement. Unless otherwise expressly stated, if a Loan Party may not take an action under this Agreement or any other Loan Document, 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 Loan Party but is intended to have substantially the same effects as the prohibited action.

Other Definitional Provisions and References. 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 otherwise specifically provided. Any term defined herein may be used in the singular or plural. “Include”, “includes” and “including” shall be deemed to be followed by “without limitation” unless otherwise specifically provided”. Except as otherwise specified or limited herein, references to any Person include the successors and assigns of such Person. References “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”, respectively, and references to “to” or “until” any date mean, unless otherwise specified, “to but excluding”. Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties hereto shall be made in lawful money of the United States and in immediately available funds. Time is of the essence for each performance obligation of the Loan Parties Issuer under this Agreement and each Loan Financing Document. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. Unless otherwise specified herein, references References to any statute or act shall include all related current regulations and all amendments and any successor statutes, acts and regulations. Unless otherwise specified hereinReferences to any statute or act, references without additional reference, shall be deemed to refer to federal statutes and acts of the United States. References to any agreement, instrument or document (i) shall include all schedules, exhibits, annexes and other attachments thereto and (ii) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, restated, supplemented or thereto. Unless otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth expressly provided herein or in any other Loan Financing Document). Unless otherwise specified herein, any reference herein references to any Person shall be construed to include such Person’s permitted successors agreements and assigns. 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 propertiesother contractual instruments, including cashthis Agreement and the other Financing Documents, securities, accounts and contract rights. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or otherwise within the limitations of, another covenant shall not avoid the occurrence of an Event of Default if such action is taken or condition exists. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of a breach of a representation or warranty hereunder. For purposes of this Agreement, a Loan Party will be deemed to have knowledge of a particular fact or include all subsequent amendments, thereto, restatements and substitutions thereof and other matter if any Loan Party or any officermodifications and supplements thereto which are in effect from time to time, director or member of senior management but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Party (Financing Document. References to any statute or any of their equivalents): (a) is actually aware of such fact regulation may be made by using either the common or other matter; public name thereof or (b) a prudent Person would reasonably specific cite reference and, except as otherwise provided with respect to FATCA, are to be expected to discover construed as including all statutory and regulatory provisions related thereto or otherwise become aware of such fact consolidating, amending, replacing, supplementing or other matter in interpreting the course of conducting a reasonably comprehensive investigation concerning the existence of such fact statute or other matter. Unless otherwise expressly stated, Dollar ($) baskets set forth in the representations and warranties, covenants and events of default provisions of this Agreement (and other similar baskets) are calculated as of each date of measurement by the Dollar equivalents thereof as of such date of measurement. Unless otherwise expressly stated, if a Loan Party may not take an action under this Agreement or any other Loan Document, 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 Loan Party but is intended to have substantially the same effects as the prohibited actionregulation.

Other Definitional Provisions and References. References in this Agreement to “Articles”, “Sections”, “Annexes”, “Exhibits”, “Appendices” or “Schedules” shall be to Articles, Sections, Annexes, Exhibits Exhibits, Appendices or Schedules of or to this Agreement unless otherwise specifically provided. Any term defined herein may be used in the singular or plural. “Include”, “includes” and “including” shall be deemed to be followed by “without limitation.” unless otherwise specifically provided. Except as otherwise specified or limited herein, references to any Person include the successors and assigns of such Person. References The references “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”,” respectively. References in any Loan Document to the knowledge (or an analogous phrase) of any Loan Party are intended to signify that such Loan Party has actual knowledge or awareness of a particular fact or circumstance or that such Loan Party, respectivelyif it had exercised reasonable diligence, and references to “to” would have known or “until” any date mean, unless otherwise specified, “to but excluding”been aware of such fact or circumstance. Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties hereto shall be made in lawful money of the United States and in immediately available funds. Time is of the essence for in Xxxxxxxx’s and each other Loan Party’s performance obligation of the Loan Parties under this Agreement and each all other Loan DocumentDocuments. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. Unless Except as otherwise specified or limited herein, references to any statute or act shall include all related current regulations regulations, rules and orders and all amendments and supplements and any successor or replacement statutes, acts and regulations. Unless otherwise specified hereinReferences to any statute or act, references without additional reference, shall be deemed to refer to federal statutes and acts of the United States. References to any agreement, instrument or document (iincluding the Loan Documents and any Organizational Document) shall include all schedules, exhibits, annexes annexes, appendices and other attachments thereto and (ii) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, modified, extended, restated, replaced or supplemented or otherwise modified (subject to any restrictions on such amendments, amendments and restatements, modifications, extensions, restatements, replacements and supplements or modifications set forth herein or in any other Loan Document). Unless otherwise specified herein, any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or otherwise within the limitations of, another covenant shall not avoid the occurrence of an Event of Default if such action is taken or condition exists. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of a breach of a representation or warranty hereunder. For purposes of this Agreement, a Loan Party will be deemed to have knowledge of a particular fact or other matter if any Loan Party or any officer, director or member of senior management of any Loan Party (or any of their equivalents): (a) is actually aware of such fact or other matter; or (b) a prudent Person would reasonably be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonably comprehensive investigation concerning the existence of such fact or other matter. Unless otherwise expressly stated, Dollar ($) baskets set forth in the representations and warranties, covenants and events of default provisions of this Agreement (and other similar baskets) are calculated as of each date of measurement by the Dollar equivalents thereof as of such date of measurement. Unless otherwise expressly stated, if a Loan Party may not take an action under this Agreement or any other Loan Document, 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 Loan Party but is intended to have substantially the same effects as the prohibited action.

Other Definitional Provisions and References. 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 otherwise specifically provided. Any term defined herein may be used in the singular or plural. “Include”, “includes” and “including” shall be deemed to be followed by “without limitation” unless otherwise specifically provided. Except as otherwise specified or limited herein, references to any Person include the successors and assigns of such Person. References “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”, respectively, and references to “to” or “until” any date mean, unless otherwise specified, “to but excluding”. Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties hereto shall be made in lawful money of the United States and in immediately available funds. Time is of the essence for each performance obligation of the Loan Parties Borrower under this Agreement and each Loan Document. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. Unless otherwise specified herein, references to any statute or act shall include all related current regulations and all amendments and any successor statutes, acts and regulations. Unless otherwise specified herein, references to any agreement, instrument or document (i) shall include all schedules, exhibits, annexes and other attachments thereto and (ii) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein or in any other Loan Document). Unless otherwise specified herein, any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns. Unless otherwise specified herein, any reference herein to the word “shall” will be interpreted as mandatory, rather than precatory. Unless otherwise specified herein, any reference herein to the word “shall” will be interpreted as mandatory, rather than precatory. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or otherwise within the limitations of, another covenant shall not avoid the occurrence of an a Default or Event of Default if such action is taken or condition exists. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of a breach of a representation or warranty hereunder. For purposes of this Agreement, a Loan Party will be deemed to have knowledge of a particular fact or other matter if any Loan Party or any officer, director or member of senior management of any Loan Party (or any of their equivalents): (a) is actually aware of such fact or other matter; or (b) a prudent Person would reasonably be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonably comprehensive investigation concerning the existence of such fact or other matter. Unless otherwise expressly stated, Dollar ($) baskets set forth in the representations and warranties, covenants and events of default provisions of this Agreement (and other similar baskets) are calculated as of each date of measurement by the Dollar equivalents thereof (as determined in good faith by Agent) as of such date of measurement. Unless otherwise expressly stated, if a Loan Party may not take an action under this Agreement or any other Loan Document, 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 Loan Party but is intended to have substantially the same effects as the prohibited action.

Other Definitional Provisions and References. References in this Agreement to “Articles”, “Sections”, “Annexes”, “Exhibits”, “Appendices” or “Schedules” shall be to Articles, Sections, Annexes, Exhibits Exhibits, Appendices or Schedules of or to this Agreement unless otherwise specifically provided. Any term defined herein may be used in the singular or plural. “Include”, “includes” and “including” shall be deemed to be followed by “without limitation.” unless otherwise specifically provided. Except as otherwise specified or limited herein, references to any Person include the successors and assigns of such Person. References The references “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”,” respectively. References in any Loan Document to the knowledge (or an analogous phrase) of any Loan Party are intended to signify that such Loan Party has actual knowledge or awareness of a particular fact or circumstance or that such Loan Party, respectivelyif it had exercised reasonable diligence, and references to “to” would have known or “until” any date mean, unless otherwise specified, “to but excluding”been aware of such fact or circumstance. Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties hereto shall be made in lawful money of the United States and in immediately available funds. Time is of the essence for in Xxxxxxxx’s and each other Loan Party’s performance obligation of the Loan Parties under this Agreement and each all other Loan DocumentDocuments. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. Unless Except as otherwise specified or limited herein, references to any statute or act shall include all related current regulations regulations, rules and orders and all amendments and supplements and any successor or replacement statutes, acts and regulations. Unless otherwise specified hereinReferences to any statute or act, references without additional reference, shall be deemed to refer to federal statutes and acts of the United States. References to any agreement, instrument or document (iincluding the Loan Documents and any Organizational Document) shall include all schedules, exhibits, annexes annexes, appendices and other attachments thereto and (ii) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, modified, extended, 53/Mammoth – Credit Agreement restated, replaced or supplemented or otherwise modified (subject to any restrictions on such amendments, amendments and restatements, modifications, extensions, restatements, replacements and supplements or modifications set forth herein or in any other Loan Document). Unless otherwise specified herein, any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or otherwise within the limitations of, another covenant shall not avoid the occurrence of an Event of Default if such action is taken or condition exists. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of a breach of a representation or warranty hereunder. For purposes of this Agreement, a Loan Party will be deemed to have knowledge of a particular fact or other matter if any Loan Party or any officer, director or member of senior management of any Loan Party (or any of their equivalents): (a) is actually aware of such fact or other matter; or (b) a prudent Person would reasonably be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonably comprehensive investigation concerning the existence of such fact or other matter. Unless otherwise expressly stated, Dollar ($) baskets set forth in the representations and warranties, covenants and events of default provisions of this Agreement (and other similar baskets) are calculated as of each date of measurement by the Dollar equivalents thereof as of such date of measurement. Unless otherwise expressly stated, if a Loan Party may not take an action under this Agreement or any other Loan Document, 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 Loan Party but is intended to have substantially the same effects as the prohibited action.

Other Definitional Provisions and References. References in this Agreement to “Articles”, “Sections”, “Annexes”, “ExhibitsAppendices” or “Schedules” shall be to Articles, Sections, Annexes, Exhibits Appendices or Schedules of or to this Agreement unless otherwise specifically provided. Any term defined herein may be used in the singular or plural. “Include”, “includes” and “including” shall be deemed to be followed by “without limitation.” unless otherwise specifically provided. Except as otherwise specified or limited herein, references to any Person include the successors and assigns of such Person. References The references “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”,” respectively. References in any Loan Document to the knowledge (or an analogous phrase) of any Loan Party are intended to signify that an officer of such Loan Party has actual knowledge or awareness of a particular fact or circumstance or that such officer of such Loan Party, respectivelyif such Person had exercised reasonable diligence, and references to “to” would have known or “until” any date mean, unless otherwise specified, “to but excluding”been aware of such fact or circumstance. Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties hereto shall be made in lawful money of the United States and in immediately available funds. Time is of the essence for in Xxxxxxxx’s and each other Loan Party’s performance obligation of the Loan Parties under this Agreement and each all other Loan DocumentDocuments. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. Unless Except as otherwise specified or limited herein, references to any statute or act shall include all related current regulations regulations, rules and orders and all amendments and supplements and any successor or replacement statutes, acts and regulations. Unless otherwise specified hereinReferences to any statute or act, references without additional reference, shall be deemed to refer to federal statutes and acts of the United States. References to any agreement, instrument or document (iincluding the Loan Documents and any Organizational Document) shall include all schedules, exhibits, annexes annexes, appendices and other attachments thereto and (ii) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, modified, extended, restated, replaced or supplemented or otherwise modified (subject to any restrictions on such amendments, amendments and restatements, modifications, extensions, restatements, replacements and supplements or modifications set forth herein or in any other Loan Document). Unless otherwise specified herein, any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or otherwise within the limitations of, another covenant shall not avoid the occurrence of an Event of Default if such action is taken or condition exists. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of a breach of a representation or warranty hereunder. For purposes of this Agreement, a Loan Party will be deemed to have knowledge of a particular fact or other matter if any Loan Party or any officer, director or member of senior management of any Loan Party (or any of their equivalents): (a) is actually aware of such fact or other matter; or (b) a prudent Person would reasonably be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonably comprehensive investigation concerning the existence of such fact or other matter. Unless otherwise expressly stated, Dollar ($) baskets set forth in the representations and warranties, covenants and events of default provisions of this Agreement (and other similar baskets) are calculated as of each date of measurement by the Dollar equivalents thereof as of such date of measurement. Unless otherwise expressly stated, if a Loan Party may not take an action under this Agreement or any other Loan Document, 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 Loan Party but is intended to have substantially the same effects as the prohibited action.

Other Definitional Provisions and References. References in this Agreement to “Articles”"Sections", “Sections”"Annexes", “Annexes”"Exhibits", “Exhibits” "Appendices" or “"Schedules” " shall be to Articles, Sections, Annexes, Exhibits Exhibits, Appendices or Schedules of or to this Agreement unless otherwise specifically provided. Any term defined herein may be used in the singular or plural. “"Include”", “"includes” " and “"including” " shall be deemed to be followed by “"without limitation” unless otherwise specifically provided. ." Except as otherwise specified or limited herein, references to any Person include the successors and assigns of such Person. References “The references "from” " or “"through” " any date mean, unless otherwise specified, “"from and including” " or “"through and including”," respectively. References in any Loan Document to the knowledge (or an analogous phrase) of any Loan Party are intended to signify that such Loan Party has actual knowledge or awareness of a particular fact or circumstance or that such Loan Party, respectivelyif it had exercised reasonable diligence, and references to “to” would have known or “until” any date mean, unless otherwise specified, “to but excluding”been aware of such fact or circumstance. Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties hereto shall be made in lawful money of the United States and in immediately available funds. Time is of the essence for in Borrower's and each other Loan Party's performance obligation of the Loan Parties under this Agreement and each all other Loan DocumentDocuments. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. Unless Except as otherwise specified or limited herein, references to any statute or act shall include all related current regulations regulations, rules and orders and all amendments and supplements and any successor or replacement statutes, acts and regulations. Unless otherwise specified hereinReferences to any statute or act, references without additional reference, shall be deemed to refer to federal statutes and acts of the United States. References to any agreement, instrument or document (iincluding the Loan Documents and any Organizational Document) shall include all schedules, exhibits, annexes annexes, appendices and other attachments thereto and (ii) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and SMRH:0000-0000-0000.14 -2- restated, modified, extended, restated, replaced or supplemented or otherwise modified (subject to any restrictions on such amendments, amendments and restatements, modifications, extensions, restatements, replacements and supplements or modifications set forth herein or in any other Loan Document). Unless otherwise specified herein, any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or otherwise within the limitations of, another covenant shall not avoid the occurrence of an Event of Default if such action is taken or condition exists. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of a breach of a representation or warranty hereunder. For purposes of this Agreement, a Loan Party will be deemed to have knowledge of a particular fact or other matter if any Loan Party or any officer, director or member of senior management of any Loan Party (or any of their equivalents): (a) is actually aware of such fact or other matter; or (b) a prudent Person would reasonably be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonably comprehensive investigation concerning the existence of such fact or other matter. Unless otherwise expressly stated, Dollar ($) baskets set forth in the representations and warranties, covenants and events of default provisions of this Agreement (and other similar baskets) are calculated as of each date of measurement by the Dollar equivalents thereof as of such date of measurement. Unless otherwise expressly stated, if a Loan Party may not take an action under this Agreement or any other Loan Document, 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 Loan Party but is intended to have substantially the same effects as the prohibited action.

Other Definitional Provisions and References. 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 otherwise specifically provided. Any term defined herein may be used in the singular or plural. “Include”, “includes” and “including” shall be deemed to be followed by “without limitation”. “Or” unless otherwise specifically providedshall be construed to mean “and/or”. Except as otherwise specified or limited herein, references to any Person include the successors and assigns of such Person. References “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”, respectively. No provision of any Loan Documents shall be construed against any party by reason of such party having, and references or being deemed to “to” or “until” any date meanhave, unless otherwise specified, “to but excluding”drafted the provision. Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties hereto shall be made in lawful money of the United States and in immediately available funds. Time is of the essence for each performance obligation of the Loan Parties under this Agreement and each Loan Document. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. Unless otherwise specified herein, references References to any statute or act shall include all related current regulations and all amendments and any successor statutes, acts and regulations. Unless otherwise specified herein, references to any agreement, instrument or document (ia) shall include all schedules, exhibits, annexes and other attachments thereto and (iib) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein or in any other Loan Document). Unless otherwise specified herein, any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or otherwise within the limitations of, another covenant shall not avoid the occurrence of an Event of Default if such action is taken or condition exists. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of a breach of a representation or warranty hereunder. For purposes of this Agreement, a Loan Party will be deemed to have knowledge of a particular fact or other matter if any Loan Party or any officer, director or member of senior management of any Loan Party (or any of their equivalents): (a) is actually aware of such fact or other matter; or (b) a prudent Person would reasonably be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonably comprehensive investigation concerning the existence of such fact or other matter. Unless otherwise expressly stated, specified herein Dollar ($) baskets set forth in the representations and warrantieswarranty, covenants and events event of default provisions of this Agreement (and other similar baskets) are calculated as of each date of measurement by the Dollar equivalents Equivalent Amount thereof as of such date of measurement. Unless otherwise expressly stated, if Reference to a Loan Party may not take an action under this Agreement Party’s “knowledge” or any other Loan Document, then it may not take that action indirectlysimilar concept means actual knowledge of a senior officer, or take knowledge that a senior officer could have obtained if he or she had engaged in good faith and diligent performance of his or her duties, including reasonably specific inquiries of employees or agents and a good faith attempt to ascertain the matter. In determining whether any action assisting or supporting any other Person individual event could result in taking a Material Adverse Effect, notwithstanding that action directly or indirectly. “Taking an action indirectly” means taking an action that is such event in and of itself does not expressly prohibited for the Loan Party but is intended have such effect, a Material Adverse Effect shall be deemed to have substantially occurred if the same effects as the prohibited actioncumulative effect of such event and all other then-existing events could result in a Material Adverse Effect.

Other Definitional Provisions and References. 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 otherwise specifically provided. Any term defined herein may be used in the singular or plural. “Include”, “includes” and “including” shall be deemed to be followed by “without limitation” unless otherwise specifically provided”. Except as otherwise specified or limited herein, references to any Person include the successors and assigns of such Person. References “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”, respectively, and references to “to” or “until” any date mean, unless otherwise specified, “to but excluding”. Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties hereto shall be made in lawful money of the United States and in immediately available funds. Time is of the essence for each performance obligation of the Loan Parties each Credit Party under this Agreement and each Loan Financing Document. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. Unless otherwise specified herein, references References to any statute or act shall include all related current regulations and all amendments and any successor statutes, acts and regulations. Unless otherwise specified hereinReferences to any statute or act, references without additional reference, shall be deemed to refer to federal statutes and acts of the United States. References to any agreement, instrument or document (i) shall include all schedules, exhibits, annexes and other attachments thereto and (ii) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, restated, supplemented or thereto. Unless otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth expressly provided herein or in any other Loan Financing Document). Unless otherwise specified herein, any reference herein references to any Person shall be construed to include such Person’s permitted successors agreements and assigns. 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 propertiesother contractual instruments, including cashthis Agreement and the other Financing Documents, securities, accounts and contract rights. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or otherwise within the limitations of, another covenant shall not avoid the occurrence of an Event of Default if such action is taken or condition exists. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of a breach of a representation or warranty hereunder. For purposes of this Agreement, a Loan Party will be deemed to have knowledge of a particular fact or include all subsequent amendments, thereto, restatements and substitutions thereof and other matter if any Loan Party or any officermodifications and supplements thereto which are in effect from time to time, director or member of senior management but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Party (Financing Document. References to any statute or any of their equivalents): (a) is actually aware of such fact regulation may be made by using either the common or other matter; public name thereof or (b) a prudent Person would reasonably specific cite reference and, except as otherwise provided with respect to FATCA, are to be expected to discover construed as including all statutory and regulatory provisions related thereto or otherwise become aware of such fact consolidating, amending, replacing, supplementing or other matter in interpreting the course of conducting a reasonably comprehensive investigation concerning the existence of such fact statute or other matter. Unless otherwise expressly stated, Dollar ($) baskets set forth in the representations and warranties, covenants and events of default provisions of this Agreement (and other similar baskets) are calculated as of each date of measurement by the Dollar equivalents thereof as of such date of measurement. Unless otherwise expressly stated, if a Loan Party may not take an action under this Agreement or any other Loan Document, 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 Loan Party but is intended to have substantially the same effects as the prohibited actionregulation.

Other Definitional Provisions and References. References in this Agreement to “Articles”"Sections", “Sections”"Annexes", “Annexes”"Exhibits", “Exhibits” "Appendices" or “"Schedules” " shall be to Articles, Sections, Annexes, Exhibits Exhibits, Appendices or Schedules of or to this Agreement unless otherwise specifically provided. Any term defined herein may be used in the singular or plural. “"Include”", “"includes” " and “"including” " shall be deemed to be followed by “"without limitation” unless otherwise specifically provided. ." Except as otherwise specified or limited herein, references to any Person include the successors and assigns of such Person. References “The references "from” " or “"through” " any date mean, unless otherwise specified, “"from and including” " or “"through and including”," respectively. References in any Loan Document to the knowledge (or an analogous phrase) of any Loan Party are intended to signify that such Loan Party has actual knowledge or awareness of a particular fact or circumstance or that such Loan Party, respectivelyif it had exercised reasonable diligence, and references to “to” would have known or “until” any date mean, unless otherwise specified, “to but excluding”been aware of such fact or circumstance. Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties hereto shall be made in lawful money of the United States and in immediately available funds. Time is of the essence for in Xxxxxxxx's and each other Loan Party's performance obligation of the Loan Parties under this Agreement and each all other Loan DocumentDocuments. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. Unless Except as otherwise specified or limited herein, references to any statute or act shall include all related current regulations regulations, rules and orders and all amendments and supplements and any successor or replacement statutes, acts and regulations. Unless otherwise specified hereinReferences to any statute or act, references without additional reference, shall be deemed to refer to federal statutes and acts of the United States. References to any agreement, instrument or document (iincluding the Loan Documents and any Organizational Document) shall include all schedules, exhibits, annexes annexes, appendices and other attachments thereto and (ii) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, modified, extended, restated, replaced or supplemented or otherwise modified (subject to any restrictions on such amendments, amendments and restatements, modifications, extensions, restatements, replacements and supplements or modifications set forth herein or in any other Loan Document). Unless otherwise specified herein, any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or otherwise within the limitations of, another covenant shall not avoid the occurrence of an Event of Default if such action is taken or condition exists. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of a breach of a representation or warranty hereunder. For purposes of this Agreement, a Loan Party will be deemed to have knowledge of a particular fact or other matter if any Loan Party or any officer, director or member of senior management of any Loan Party (or any of their equivalents): (a) is actually aware of such fact or other matter; or (b) a prudent Person would reasonably be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonably comprehensive investigation concerning the existence of such fact or other matter. Unless otherwise expressly stated, Dollar ($) baskets set forth in the representations and warranties, covenants and events of default provisions of this Agreement (and other similar baskets) are calculated as of each date of measurement by the Dollar equivalents thereof as of such date of measurement. Unless otherwise expressly stated, if a Loan Party may not take an action under this Agreement or any other Loan Document, 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 Loan Party but is intended to have substantially the same effects as the prohibited action.

Other Definitional Provisions and References. References in this Agreement to “Articles”, “Sections”, “Annexes”, “ExhibitsAppendices” or “Schedules” shall be to Articles, Sections, Annexes, Exhibits Appendices or Schedules of or to this Agreement unless otherwise specifically provided. Any term defined herein may be used in the singular or plural. “Include”, “includes” and “including” shall be deemed to be followed by “without limitation.” unless otherwise specifically provided. Except as otherwise specified or limited herein, references to any Person include the successors and assigns of such Person. References The references “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”,” respectively. References in any Loan Document to the knowledge (or an analogous phrase) of any Loan Party are intended to signify that such Loan Party has actual knowledge or awareness of a particular fact or circumstance or that such Loan Party, respectivelyif it had exercised reasonable diligence, and references to “to” would have known or “until” any date mean, unless otherwise specified, “to but excluding”been aware of such fact or circumstance. Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties hereto shall be made in lawful money of the United States and in immediately available funds. Time is of the essence for in Xxxxxxxx’s and each other Loan Party’s performance obligation of the Loan Parties under this Agreement and each all other Loan DocumentDocuments. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. Unless Except as otherwise specified or limited herein, references to any statute or act shall include all related current regulations regulations, rules and orders and all amendments and supplements and any successor or replacement statutes, acts and regulations. Unless otherwise specified hereinReferences to any statute or act, references without additional reference, shall be deemed to refer to federal statutes and acts of the United States. References to any agreement, instrument or document (iincluding the Loan Documents and any Organizational Document) shall include all schedules, exhibits, annexes annexes, appendices and other attachments thereto and (ii) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, modified, extended, restated, replaced or supplemented or otherwise modified (subject to any restrictions on such amendments, amendments and restatements, modifications, extensions, restatements, replacements and supplements or modifications set forth herein or in any other Loan Document). Unless otherwise specified herein, any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or otherwise within the limitations of, another covenant shall not avoid the occurrence of an Event of Default if such action is taken or condition exists. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of a breach of a representation or warranty hereunder. For purposes of this Agreement, a Loan Party will be deemed to have knowledge of a particular fact or other matter if any Loan Party or any officer, director or member of senior management of any Loan Party (or any of their equivalents): (a) is actually aware of such fact or other matter; or (b) a prudent Person would reasonably be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonably comprehensive investigation concerning the existence of such fact or other matter. Unless otherwise expressly stated, Dollar ($) baskets set forth in the representations and warranties, covenants and events of default provisions of this Agreement (and other similar baskets) are calculated as of each date of measurement by the Dollar equivalents thereof as of such date of measurement. Unless otherwise expressly stated, if a Loan Party may not take an action under this Agreement or any other Loan Document, 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 Loan Party but is intended to have substantially the same effects as the prohibited action.