Common use of Other Definitional Provisions; Construction Clause in Contracts

Other Definitional Provisions; Construction. Whenever it is provided in this Agreement that a party “may” perform an act or do anything, it will be construed that such party “may, but will not be obligated to,” so perform or so do. The following words and phrases will be construed as follows: (i) “at any time” will be construed as “at any time or from time to time;” (ii) “any” will be construed as “any one or all”; (iii) “include” and “including” will be construed as “including but not limited to;” and (iv) “will” and “shall” will each be construed as mandatory. Except as otherwise specifically indicated, all references to Article and Section numbers and letters will refer to the Articles and Sections of this Agreement. The words “hereby,” “hereof,” “hereto,” “herein” and “hereunder” and any similar terms will refer to this Agreement as a whole and not to any particular paragraph. The word “hereafter” will mean after the date hereof and the word “heretofore” will mean before the date hereof. Words of the masculine, feminine or neuter gender will mean and include the corresponding words of other genders, and words implying the singular number will mean and include the plural number and vice versa. The Article and Section headings are inserted in this Agreement for convenience only and are not intended to, and will not be construed to limit, enlarge or affect the scope or intent of this Agreement or the meaning of any provision hereof. All references to “Exhibits” and “Schedules” shall mean the Exhibits and Schedules attached to this Agreement. All references to any agreement or instrument (including this Agreement) will be to such agreement or instrument as in effect from time to time, including any amendments, replacements, restatements, modifications and/or supplements thereto. An Event of Default or Unmatured Event of Default shall “continue” or be “continuing” until such Event of Default or Unmatured Event of Default has been cured or waived in accordance with Section 13.3. References in this Agreement to any party shall include such party’s successors and permitted assigns. To the extent any of the provisions of the other Loan Documents are inconsistent with the terms of this Loan Agreement, the provisions of this Loan Agreement shall govern.

Other Definitional Provisions; Construction. Whenever it is provided in this Agreement that a party “may” perform an act or do anythingthe context so requires, it will be construed that such party “maythe neuter gender includes the masculine and feminine, but will not be obligated to,” so perform or so do. The following words the single number includes the plural, and phrases will be construed as follows: (i) “at any time” will be construed as “at any time or from time to time;” (ii) “any” will be construed as “any one or all”; (iii) “include” and “including” will be construed as “including but not limited to;” and (iv) “will” and “shall” will each be construed as mandatory. Except as otherwise specifically indicated, all references to Article and Section numbers and letters will refer to the Articles and Sections of this Agreementvice versa. The words “hereby,” “hereof,” “hereto,” ”, “herein” and “hereunder” and any words of similar terms will import when used in this Agreement shall refer to this Agreement as a whole and not to any particular paragraphprovision of this Agreement, and references to Article, Section, Subsection, Annex, Schedule, Exhibit and like references are references to this Agreement unless otherwise specified. The word “hereafter” will mean after the date hereof and Wherever the word “heretoforeinclude,” will mean before the date hereof. Words of the masculine, feminine “includes” or neuter gender will mean and include the corresponding words of other genders, and words implying the singular number will mean and include the plural number and vice versa. The Article and Section headings are inserted “including” is used in this Agreement for convenience only and are not intended toAgreement, and will not be construed to limit, enlarge or affect the scope or intent of this Agreement or the meaning of any provision hereof. All references to “Exhibits” and “Schedules” shall mean the Exhibits and Schedules attached to this Agreement. All references to any agreement or instrument (including this Agreement) it will be deemed to such agreement or instrument as in effect from time to time, including any amendments, replacements, restatements, modifications and/or supplements thereto. be followed by the words “without limitation.” An Event of Default or Unmatured Event of Default shall “continue” or be “continuing” until such Event of Default or Unmatured Event of Default has been cured or waived in accordance with Section 13.314.3 hereof. References in this Agreement to any party shall include such party’s successors and permitted assigns. References to any “Section” shall be a reference to such Section of this Agreement unless otherwise stated. The term “Borrower” shall refer collectively to the Borrower and all of its Subsidiaries from time to time in existence, whether or not such Subsidiaries are made a part of this Agreement or not, and to each of them individually, in each case as the context may so require, it being the intent of the parties under this Agreement that all of the terms, conditions, provisions and representations hereof shall, to the greatest extent possible, apply equally to the Borrower and each of its Subsidiaries from time to time in existence, as if each term, covenant, provision and representation was separately made herein by each of them, except only with respect to any terms and provisions that deal directly with the issuance of any Common Stock, in which case the term Borrower shall mean and refer only to the Borrower as defined in the introductory paragraph to this Agreement. To the extent any of the provisions of the other Loan Documents are inconsistent with the terms of this Loan Agreement, the provisions of this Loan Agreement shall govern.

Other Definitional Provisions; Construction. Whenever it is provided in this Agreement that a party “may” perform an act or do anythingthe context so requires, it will be construed that such party “maythe neuter gender includes the masculine and feminine, but will not be obligated to,” so perform or so do. The following words the single number includes the plural, and phrases will be construed as follows: (i) “at any time” will be construed as “at any time or from time to time;” (ii) “any” will be construed as “any one or all”; (iii) “include” and “including” will be construed as “including but not limited to;” and (iv) “will” and “shall” will each be construed as mandatory. Except as otherwise specifically indicated, all references to Article and Section numbers and letters will refer to the Articles and Sections of this Agreementvice versa. The words “hereby,” “hereof,” “hereto,” ”, “herein” and “hereunder” and any words of similar terms will import when used in this Agreement shall refer to this Agreement as a whole and not to any particular paragraphprovision of this Agreement, and references to Article, Section, Subsection, Annex, Schedule, Exhibit and like references are references to this Agreement unless otherwise specified. The word “hereafter” will mean after the date hereof and Wherever the word “heretoforeinclude,” will mean before the date hereof. Words of the masculine, feminine “includes” or neuter gender will mean and include the corresponding words of other genders, and words implying the singular number will mean and include the plural number and vice versa. The Article and Section headings are inserted “including” is used in this Agreement for convenience only and are not intended toAgreement, and will not be construed to limit, enlarge or affect the scope or intent of this Agreement or the meaning of any provision hereof. All references to “Exhibits” and “Schedules” shall mean the Exhibits and Schedules attached to this Agreement. All references to any agreement or instrument (including this Agreement) it will be deemed to such agreement or instrument as in effect from time to time, including any amendments, replacements, restatements, modifications and/or supplements thereto. be followed by the words “without limitation.” An Event of Default or Unmatured Event of Default shall “continue” or be “continuing” until such Event of Default or Unmatured Event of Default has been cured or waived in accordance with Section 13.314.3 hereof. References in this Agreement to any party shall include such party’s successors and permitted assigns. References to any “Section” shall be a reference to such Section of this Agreement unless otherwise stated. The term “Borrower” or “Borrowers” shall refer collectively to the Issuing Borrower and all of its Subsidiaries from time to time in existence, whether made a part of this Agreement or not, and to each of them individually, in each case as the context may so require, it being the intent of the parties under this Agreement that all of the terms, conditions, provisions and representations hereof shall, to the greatest extent possible, apply equally to each of them, as if each term, covenant, provision and representation was separately made herein by each of them, except only with respect to any terms and provisions that deal directly with the issuance of any Common Stock of the Issuing Borrower, in which case the term Borrower shall mean and refer only to the Issuing Borrower. To the extent any of the provisions of the other Loan Documents are inconsistent with the terms of this Loan Agreement, the provisions of this Loan Agreement shall govern.

Other Definitional Provisions; Construction. Whenever it is provided The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement that a party “may” perform an act or do anything, it will be construed that such party “may, but will not be obligated to,” so perform or so do. The following words and phrases will shall be construed as followsif drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. Unless the context otherwise requires: (i) “at any timeor” will be construed as “at any time or from time to time;” is disjunctive but not exclusive, (ii) “any” will be construed as “any one or all”; words in the singular include the plural, and in the plural include the singular, (iii) “include” and “including” will be construed as “including but not limited to;” and (iv) “will” and “shall” will each be construed as mandatory. Except as otherwise specifically indicated, all references to Article and Section numbers and letters will refer to the Articles and Sections of this Agreement. The words “hereby,” “hereof,” “hereto,” , “herein” ”, and “hereunder” and any words of similar terms will import when used in this Agreement refer to this Agreement as a whole and not to any particular paragraph. The word “hereafter” will mean after provision of this Agreement, (iv) the date hereof and the word “heretofore” will mean before the date hereof. Words of the masculine, feminine or neuter gender will mean and include the corresponding words of other genders, and words implying the singular number will mean and include the plural number and vice versa. The Article and Section headings are inserted contained in this Agreement are for convenience reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement, (v) the words “Article” and “Section” are not intended to, references to the articles and will not be construed to limit, enlarge or affect the scope or intent sections of this Agreement unless otherwise specified and (vi) whenever the words “include”, “includes” or “including” are used in this Agreement they shall be deemed to be followed by the meaning of any provision hereof. All references to words “Exhibitswithout limitation.” and “Schedules” shall mean the Exhibits and Schedules attached to this Agreement. All references to any agreement or instrument (including this Agreement) will be to such agreement or instrument as in effect from time to time, including any amendments, replacements, restatements, modifications and/or supplements thereto. An Event of A Default or Unmatured Event of Default shall “continue” or be “continuing” until such Event of Default or Unmatured Event of Default has been cured or waived in accordance with Section 13.3this Agreement. References in this Agreement to any party Persons shall include such party’s Persons’ successors and permitted assigns. To Other terms contained in this Agreement (which are not otherwise specifically defined herein) shall have meanings provided in Article 9 of the New York Uniform Commercial Code as in effect on the date hereof to the extent any of the provisions of the other Loan Documents same are inconsistent with the terms of this Loan Agreement, the provisions of this Loan Agreement shall governused or defined therein.

Other Definitional Provisions; Construction. Whenever it is provided in this Agreement that a party “may” perform an act or do anythingthe context so requires, it will be construed that such party “maythe neuter gender includes the masculine and feminine, but will not be obligated to,” so perform or so do. The following words the single number includes the plural, and phrases will be construed as follows: (i) “at any time” will be construed as “at any time or from time to time;” (ii) “any” will be construed as “any one or all”; (iii) “include” and “including” will be construed as “including but not limited to;” and (iv) “will” and “shall” will each be construed as mandatory. Except as otherwise specifically indicated, all references to Article and Section numbers and letters will refer to the Articles and Sections of this Agreementvice versa. The words “hereby,” “hereof,” “hereto,” ”, “herein” and “hereunder” and any words of similar terms will import when used in this Agreement shall refer to this Agreement as a whole and not to any particular paragraphprovision of this Agreement, and references to Article, Section, Subsection, Annex, Schedule, Exhibit and like references are references to this Agreement unless otherwise specified. The word “hereafter” will mean after the date hereof and Wherever the word “heretoforeinclude,” will mean before the date hereof. Words of the masculine, feminine “includes” or neuter gender will mean and include the corresponding words of other genders, and words implying the singular number will mean and include the plural number and vice versa. The Article and Section headings are inserted “including” is used in this Agreement for convenience only and are not intended toAgreement, and will not be construed to limit, enlarge or affect the scope or intent of this Agreement or the meaning of any provision hereof. All references to “Exhibits” and “Schedules” shall mean the Exhibits and Schedules attached to this Agreement. All references to any agreement or instrument (including this Agreement) it will be deemed to such agreement or instrument as in effect from time to time, including any amendments, replacements, restatements, modifications and/or supplements thereto. be followed by the words “without limitation.” An Event of Default or Unmatured Event of Default shall “continue” or be “continuing” until such Event of Default or Unmatured Event of Default has been cured or waived in accordance with Section 13.314.3 hereof. References in this Agreement to any party shall include such party’s successors and permitted assigns. References to any “Section” shall be a reference to such Section of this Agreement unless otherwise stated. The term “Borrower” or “Borrowers” shall refer collectively to the Issuing Borrower and all of its Subsidiaries from time to time in existence, whether made a part of this Agreement or not, and to each of them individually, in each case as the context may so require, it being the intent of the parties under this Agreement that all of the terms, conditions, provisions and representations hereof shall, to the greatest extent possible, apply equally to each of them, as if each term, covenant, provision and representation was separately made herein by each of them, except only with respect to any terms and provisions that deal directly with the issuance of any Common Stock or Preferred Stock of the Issuing Borrower, in which case the term Borrower shall mean and refer only to the Issuing Borrower. To the extent any of the provisions of the other Loan Documents are inconsistent with the terms of this Loan Agreement, the provisions of this Loan Agreement shall govern.

Other Definitional Provisions; Construction. Whenever it is provided the context so requires, the neuter gender includes the masculine and feminine, the single number includes the plural, and vice versa, and in this Agreement that a party particular the word “mayBorrower” perform an act or do anything, it will shall be construed that such party “may, but will not be obligated to,” so perform or so do. The following words and phrases will be construed as follows: (i) “at any time” will be construed as “at any time or from time to time;” (ii) “any” will be construed as “any one or all”; (iii) “include” and “including” will be construed as “including but not limited to;” and (iv) “will” and “shall” will each be construed as mandatory. Except as otherwise specifically indicated, all references to Article and Section numbers and letters will refer to the Articles and Sections of this Agreementconstrued. The words “hereby,” “hereof,” “hereto,” ”, “herein” and “hereunder” and any words of similar terms will import when used in this Agreement shall refer to this Agreement as a whole and not to any particular paragraphprovision of this Agreement, and references to Article, Section, Subsection, Annex, Schedule, Exhibit and like references are references to this Agreement unless otherwise specified. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “hereafterwill” will mean after shall be construed to have the date hereof same meaning and effect as the word “heretofore” will mean before the date hereof. Words of the masculine, feminine or neuter gender will mean and include the corresponding words of other genders, and words implying the singular number will mean and include the plural number and vice versa. The Article and Section headings are inserted in this Agreement for convenience only and are not intended to, and will not be construed to limit, enlarge or affect the scope or intent of this Agreement or the meaning of any provision hereof. All references to “Exhibitsshall” and “Schedules” shall mean the Exhibits and Schedules attached to this Agreement. All references to any agreement or instrument (including this Agreement) will be to such agreement or instrument as in effect from time to time, including any amendments, replacements, restatements, modifications and/or supplements theretovice-versa. An Event of Default or Unmatured Event of Default shall be deemed to “exist,” “continue” or be “continuing” until such Event of Default or Unmatured Event of Default has been cured or waived in accordance with Section 13.311.3 hereof. References in this Agreement to any party shall include such party’s successors and permitted assigns. References to any “Section” shall be a reference to such Section of this Agreement unless otherwise stated. To the extent any of the provisions of the other Loan Documents are inconsistent with the terms of this Loan Agreement, the provisions of this Loan Agreement shall govern. Unless the context requires otherwise, (a) 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, modified, supplemented, extended, renewed, restated or replaced (subject to any restrictions on such amendments, supplements or modifications set forth in any Loan Document). Any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, recodifying, supplementing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. 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. Section headings in any Loan Document are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. Any capitalized term used in any schedule or exhibit to this Agreement shall have the meaning assigned to such term herein, unless otherwise defined in such schedule or exhibit. Each Loan Party shall have the burden of establishing any alleged negligence, misconduct or lack of good faith by Lender under any Loan Document. Any reference to an obligation of a Borrower or a Loan Party or to Borrowers or Loan Parties, or to any Borrower or any Loan Party, as the case may be, shall mean that each Borrower or each Loan Party, as the case may be, is jointly and severally liable with each other Borrower or Loan Party in respect of such obligation.

Other Definitional Provisions; Construction. Whenever it is provided in this Agreement that a party “may” perform an act or do anythingthe context so requires, it will be construed that such party “maythe neuter gender includes the masculine and feminine, but will not be obligated to,” so perform or so do. The following words the single number includes the plural, and phrases will be construed as follows: (i) “at any time” will be construed as “at any time or from time to time;” (ii) “any” will be construed as “any one or all”; (iii) “include” and “including” will be construed as “including but not limited to;” and (iv) “will” and “shall” will each be construed as mandatory. Except as otherwise specifically indicated, all references to Article and Section numbers and letters will refer to the Articles and Sections of this Agreementvice versa. The words “hereby,” “hereof,” “hereto,” ”, “herein” and “hereunder” and any words of similar terms will import when used in this Agreement shall refer to this Agreement as a whole and not to any particular paragraphprovision of this Agreement, and references to Article, Section, Subsection, Annex, Schedule, Exhibit and like references are references to this Agreement unless otherwise specified. The word “hereafter” will mean after the date hereof and Wherever the word “heretoforeinclude,” will mean before the date hereof. Words of the masculine, feminine “includes” or neuter gender will mean and include the corresponding words of other genders, and words implying the singular number will mean and include the plural number and vice versa. The Article and Section headings are inserted “including” is used in this Agreement for convenience only and are not intended toAgreement, and will not be construed to limit, enlarge or affect the scope or intent of this Agreement or the meaning of any provision hereof. All references to “Exhibits” and “Schedules” shall mean the Exhibits and Schedules attached to this Agreement. All references to any agreement or instrument (including this Agreement) it will be deemed to such agreement or instrument as in effect from time to time, including any amendments, replacements, restatements, modifications and/or supplements thereto. be followed by the words “without limitation.” An Event of Default or Unmatured Event of Default shall “continue” or be “continuing” until such Event of Default or Unmatured Event of Default has been cured or waived in accordance with Section 13.314.3 hereof. References in this Agreement to any party shall include such party’s successors and permitted assigns. References to any “Section” shall be a reference to such Section of this Agreement unless otherwise stated. The term “Borrower” or “Borrowers” shall refer collectively to each of the Borrowers and all of their respective Subsidiaries, whether made a part of this Agreement or not, and to each of them individually, in each case as the context may so require, it being the intent of the parties under this Agreement that all of the terms, conditions, provisions and representations hereof shall, to the greatest extent possible apply equally to each of the Borrowers and their respective Subsidiaries, as if each term, covenant, provision and representation was separately made herein by each of them. To the extent any of the provisions of the other Loan Documents are inconsistent with the terms of this Loan Agreement, the provisions of this Loan Agreement shall govern.

Other Definitional Provisions; Construction. Whenever it is provided in this Agreement that a party “may” perform an act or do anythingthe context so requires, it will be construed that such party “maythe neuter gender includes the masculine and feminine, but will not be obligated to,” so perform or so do. The following words the single number includes the plural, and phrases will be construed as follows: (i) “at any time” will be construed as “at any time or from time to time;” (ii) “any” will be construed as “any one or all”; (iii) “include” and “including” will be construed as “including but not limited to;” and (iv) “will” and “shall” will each be construed as mandatory. Except as otherwise specifically indicated, all references to Article and Section numbers and letters will refer to the Articles and Sections of this Agreementvice versa. The words “hereby,” “hereof,” “hereto,” ”, “herein” and “hereunder” and any words of similar terms will import when used in this Agreement shall refer to this Agreement as a whole and not to any particular paragraphprovision of this Agreement, and references to Article, Section, Subsection, Annex, Schedule, Exhibit and like references are references to this Agreement unless otherwise specified. The word “hereafter” will mean after the date hereof and Wherever the word “heretoforeinclude,” will mean before the date hereof. Words of the masculine, feminine “includes” or neuter gender will mean and include the corresponding words of other genders, and words implying the singular number will mean and include the plural number and vice versa. The Article and Section headings are inserted “including” is used in this Agreement for convenience only and are not intended toAgreement, and will not be construed to limit, enlarge or affect the scope or intent of this Agreement or the meaning of any provision hereof. All references to “Exhibits” and “Schedules” shall mean the Exhibits and Schedules attached to this Agreement. All references to any agreement or instrument (including this Agreement) it will be deemed to such agreement or instrument as in effect from time to time, including any amendments, replacements, restatements, modifications and/or supplements thereto. be followed by the words “without limitation.” An Event of Default or Unmatured Event of Default shall “continue” or be “continuing” until such Event of Default or Unmatured Event of Default has been cured or waived in accordance with Section 13.314.3 hereof, or cured to the Lender’s reasonable satisfaction. References in this Agreement to any party shall include such party’s successors and permitted assigns. References to any “Section” shall be a reference to such Section of this Agreement unless otherwise stated. The term “Borrower” or “Borrowers” shall refer collectively to the Issuing Borrower and all of its Subsidiaries from time to time in existence, whether made a part of this Agreement or not, and to each of them individually, in each case as the context may so require, it being the intent of the parties under this Agreement that all of the terms, conditions, provisions and representations hereof shall, to the greatest extent possible, apply equally to each of them, as if each term, covenant, provision and representation was separately made herein by each of them, except only with respect to any terms and provisions that deal directly with the issuance of any Common Stock of the Issuing Borrower, in which case the term Borrower shall mean and refer only to the Issuing Borrower. To the extent any of the provisions of the other Loan Documents are inconsistent with the terms of this Loan Agreement, the provisions of this Loan Agreement shall govern.

Other Definitional Provisions; Construction. Whenever it is provided in this Agreement that a party “may” perform an act or do anythingthe context so requires, it will be construed that such party “maythe neuter gender includes the masculine and feminine, but will not be obligated to,” so perform or so do. The following words the single number includes the plural, and phrases will be construed as follows: (i) “at any time” will be construed as “at any time or from time to time;” (ii) “any” will be construed as “any one or all”; (iii) “include” and “including” will be construed as “including but not limited to;” and (iv) “will” and “shall” will each be construed as mandatory. Except as otherwise specifically indicated, all references to Article and Section numbers and letters will refer to the Articles and Sections of this Agreementvice versa. The words “hereby,” “hereof,” “hereto,” ”, “herein” and “hereunder” and any words of similar terms will import when used in this Agreement shall refer to this Agreement as a whole and not to any particular paragraphprovision of this Agreement, and references to Article, Section, Subsection, Annex, Schedule, Exhibit and like references are references to this Agreement unless otherwise specified. The word “hereafter” will mean after the date hereof and Wherever the word “heretoforeinclude,” will mean before the date hereof. Words of the masculine, feminine “includes” or neuter gender will mean and include the corresponding words of other genders, and words implying the singular number will mean and include the plural number and vice versa. The Article and Section headings are inserted “including” is used in this Agreement for convenience only and are not intended toAgreement, and will not be construed to limit, enlarge or affect the scope or intent of this Agreement or the meaning of any provision hereof. All references to “Exhibits” and “Schedules” shall mean the Exhibits and Schedules attached to this Agreement. All references to any agreement or instrument (including this Agreement) it will be deemed to such agreement or instrument as in effect from time to time, including any amendments, replacements, restatements, modifications and/or supplements thereto. be followed by the words “without limitation.” An Event of Default or Unmatured Event of Default shall “continue” or be “continuing” until such Event of Default or Unmatured Event of Default has been cured or waived in accordance with Section 13.314.3 hereof. References in this Agreement to any party shall include such party’s successors and permitted assigns. References to any “Section” shall be a reference to such Section of this Agreement unless otherwise stated. The term “Borrower” or “Borrowers” shall refer collectively to the Issuing Borrower and all of its Subsidiaries from time to time in existence, whether made a part of this Agreement or not, and to each of them individually, in each case as the context may The registrant agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request. so require, it being the intent of the parties under this Agreement that all of the terms, conditions, provisions and representations hereof shall, to the greatest extent possible, apply equally to each of them, as if each term, covenant, provision and representation was separately made herein by each of them, except only with respect to any terms and provisions that deal directly with the issuance of any Common Stock of the Issuing Borrower, in which case the term Borrower shall mean and refer only to the Issuing Borrower. To the extent any of the provisions of the other Loan Documents are inconsistent with the terms of this Loan Agreement, the provisions of this Loan Agreement shall govern.