Common use of Other Interpretive Matters Clause in Contracts

Other Interpretive Matters. Each definition of an agreement in this Article 1 shall include such instrument or agreement as amended, restated, supplemented or otherwise modified from time to time with, if required, the prior written consent of the Majority Lenders, except as provided in Section 11.12 and otherwise to the extent permitted under this Agreement and the other Loan Documents. Except where the context otherwise requires, definitions imparting the singular shall include the plural and vice versa. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless otherwise specifically provided herein. References in this Agreement to “Articles”, “Sections”, “Schedules” or “Exhibits” shall be to Articles, Sections, Schedules or Exhibits of or to this Agreement unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, whether or not so expressly stated in each such instance, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. “Writing”, “written” and comparable terms refer to printing, typing, computer disk, e-mail and other means of reproducing words in a visible form. Except where otherwise specifically restricted, reference to a party to a Loan Document includes that party and its successors and assigns. An Event of Default, if one occurs, shall “exist”, “continue” or be “continuing” until such Event of Default has been waived in writing in accordance with Section 11.12. All terms used herein which are defined in Article 9 of the UCC and which are not otherwise defined herein shall have the same meanings herein as set forth therein.

Other Interpretive Matters. Each definition of an agreement in this Article 1 shall include such instrument or agreement as amended, restated, supplemented or otherwise modified from time to time with, if required, the prior written consent of the Majority Lenders, except as provided in Section 11.12 and otherwise to the extent permitted under this Agreement and the other Loan Documents. Except where the context otherwise requires, definitions imparting the singular shall include the plural and vice versa. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless otherwise specifically provided herein. References in this Agreement to “Articles”, “Sections”, “Schedules” or “Exhibits” shall be to Articles, Sections, Schedules or Exhibits of or to this Agreement unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, whether or not so expressly stated in each such instance, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. “Writing”, “written” and comparable terms refer to printing, typing, computer disk, e-mail and other means of reproducing words in a visible form. Except where otherwise specifically restricted, reference to a party to a Loan Document includes that party and its successors and assigns. An Event of Default, if one occurs, shall “exist”, “continue” or be “continuing” until such Event of Default has been waived in writing in accordance with Section 11.12. All terms used herein which are defined in Article 9 of the UCC and which are not otherwise defined herein shall have the same meanings herein as set forth therein.

Other Interpretive Matters. Each definition of an agreement in this Article 1 shall include such instrument or agreement as amended, restated, supplemented or otherwise modified from time to time with, if required, the prior written consent of the Majority Lenders, except as provided in Section 11.12 and otherwise to the extent permitted under this Agreement and the other Loan Documents. Except where the context otherwise requires, definitions imparting the singular shall include the plural and vice versa. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless otherwise specifically provided herein. References in this Agreement to “Articles”, “Sections”, “Schedules” or “Exhibits” shall be to Articles, Sections, Schedules or Exhibits of or to this Agreement unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, whether or not so expressly stated in each such instance, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. “Writing”, “written” and comparable terms refer to printing, typing, computer disk, e-mail and other means of reproducing words in a visible form. “Ordinary course”, “normal course” or comparable terms shall be deemed to refer to the ordinary course of business, consistent with historical practices, in each context. Except where otherwise specifically restricted, reference to a party to a Loan Document includes that party and its successors and assigns. An Event of Default, if one occurs, shall “exist”, “continue” or be “continuing” until such Event of Default has been waived in writing in accordance with Section 11.12. All terms used herein which are defined in Article 9 of the UCC and which are not otherwise defined herein shall have the same meanings herein as set forth therein. All references to a specific time shall be construed to refer to the time in the city and state of the Administrative Agent’s Office, unless otherwise indicated.

Other Interpretive Matters. Each definition of an agreement (a) All accounting terms defined directly or by incorporation in this Article 1 Agreement or the Sale Agreement shall include such instrument have the defined meanings when used in any certificate or agreement as amended, restated, supplemented or other document delivered pursuant thereto unless otherwise modified from time to time with, if requireddefined therein. For purposes of this Agreement, the prior written consent of the Majority Lenders, except as provided in Section 11.12 and otherwise to the extent permitted under this Sale Agreement and the all such certificates and other Loan Documents. Except where documents, unless the context otherwise requires: (a) except as otherwise expressly provided herein, definitions imparting all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; (b) terms defined in Article 9 of the singular shall include UCC and not otherwise defined in such agreement are used as defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the plural and vice versa. The close of business on such day; (d) the words “hereof”, ,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of this Agreementsuch agreement (or such certificate or document); (e) the term “including” means “including without limitation”; (f) references to any Law refer to that Law as amended from time to time and include any successor Law; (g) references to any agreement refer to that agreement as from time to time amended, restated, extended, or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (h) references to any Person include that Person’s permitted successors and assigns; (i) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (j) unless otherwise specifically provided herein. References provided, in this Agreement the calculation of time from a specified date to a later specified date, the term “Articlesfrom” means “from and including”, and the terms “Sections”, “Schedules” or “Exhibits” shall be to Articles, Sections, Schedules or Exhibits of or to this Agreement unless otherwise specifically provided. The words “include”, “includesto” and “includinguntil” each means “to but excluding”; (k) if any calculation to be made hereunder refers to a Settlement Period (or any portion thereof) that would have occurred prior to the Closing Date, such reference shall be deemed to be followed by a reference to a calendar month; (l) terms in one gender include the phrase “without limitation”, whether or not so expressly stated parallel terms in each such instance, the neuter and opposite gender; and (m) the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. “Writing”, “written” and comparable terms refer to printing, typing, computer disk, e-mail and other means of reproducing words in a visible form. Except where otherwise specifically restricted, reference to a party to a Loan Document includes that party and its successors and assigns. An Event of Default, if one occurs, shall “exist”, “continue” or be “continuing” until such Event of Default has been waived in writing in accordance with Section 11.12. All terms used herein which are defined in Article 9 of the UCC and which are is not otherwise defined herein shall have the same meanings herein as set forth thereinexclusive.

Other Interpretive Matters. Each definition (a) Unless otherwise expressly provided, for purposes of an agreement this Agreement, the following rules of interpretation shall apply: (i) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and, if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; (ii) any reference in this Article 1 Agreement to $ shall include such instrument mean U.S. dollars; (iii) all exhibits and schedules annexed hereto or agreement as amended, restated, supplemented or otherwise modified from time referred to time with, if required, the prior written consent herein are hereby incorporated in and made a part of the Majority Lenders, except as provided in Section 11.12 and otherwise to the extent permitted under this Agreement as if set forth in full herein and the other Loan Documents. Except where the context any capitalized terms used in any Exhibit or Schedule but not otherwise requires, definitions defined therein shall be defined as set forth in this Agreement; (iv) words imparting the singular number only shall include the plural and vice versa. The ; (v) the words such as “herein,” “hereinafter,” “hereof”, “herein,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires; (vi) the word “including” or any particular provision variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (vii) the division of this Agreement into Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement, unless otherwise specifically provided herein. References ; and (viii) all references in this Agreement to any “Articles”, “Sections”, “SchedulesSection” or “Exhibits” shall be are to Articles, Sections, Schedules or Exhibits the corresponding Section of or to this Agreement unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, whether or not so expressly stated in each such instance, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. “Writing”, “written” and comparable terms refer to printing, typing, computer disk, e-mail and other means of reproducing words in a visible form. Except where otherwise specifically restricted, reference to a party to a Loan Document includes that party and its successors and assigns. An Event of Default, if one occurs, shall “exist”, “continue” or be “continuing” until such Event of Default has been waived in writing in accordance with Section 11.12. All terms used herein which are defined in Article 9 of the UCC and which are not otherwise defined herein shall have the same meanings herein as set forth thereinspecified.

Other Interpretive Matters. Each definition of an agreement in this Article 1 shall include such instrument or agreement as amended, restated, supplemented or otherwise modified from time to time with, if required, the prior written consent of the Majority Required Lenders, except as provided in Section 11.12 and otherwise to the extent permitted under this Agreement and the other Loan Documents. Except where the context otherwise requires, definitions imparting the singular shall include the plural and vice versa. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless otherwise specifically provided herein. References in this Agreement to “Articles”, “Sections”, “Schedules” or “Exhibits” shall be to Articles, Sections, Schedules or Exhibits of or to this Agreement unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, whether or not so expressly stated in each such instance, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. “Writing”, “written” and comparable terms refer to printing, typing, computer disk, e-mail and other means of reproducing words in a visible form. Except where otherwise specifically restricted, reference to a party to a Loan Document includes that party and its successors and assigns. An Event of Default, if one occurs, shall “exist”, “continue” or be “continuing” until such Event of Default has been waived in writing in accordance with Section 11.12. All terms used herein which are defined in Article 9 of the UCC and which are not otherwise defined herein shall have the same meanings herein as set forth therein. Whenever the term “reasonable attorneys fees” is used in any Loan Document, it shall be deemed to mean the reasonable attorneys fees actually incurred and shall not be determined by reference to any statutorily prescribed percentage.

Other Interpretive Matters. Each definition of an agreement in this Article 1 shall include such instrument or agreement as amended, restated, supplemented or otherwise modified from time to time with, if requiredrequired by the Loan Documents, the prior written consent of the Majority Lenders, except as provided in Section 11.12 10.13 and otherwise to the extent permitted under this Agreement and the other Loan Documents. Except where the context otherwise requires, definitions imparting the singular shall include the plural and vice versa. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless otherwise specifically provided herein. References in this Agreement to “Articles”, “Sections”, “Schedules” or “Exhibits” shall be to Articles, Sections, Schedules or Exhibits of or to this Agreement unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, whether or not so expressly stated in each such instance, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. “Writing”, “written” and comparable terms refer to printing, typing, computer disk, e-mail and other means of reproducing words in a visible form. “Ordinary course”, “normal course” or comparable terms shall be deemed to refer to the ordinary course of business, consistent with historical practices, in each context. Except where otherwise specifically restricted, reference to a party to a Loan Document includes that party and its successors and assigns. An Event of Default, if one occurs, shall “exist”, “continue” or be “continuing” until such Event of Default has been waived in writing in accordance with Section 11.12. All terms used herein which are defined in Article 9 of the UCC and which are not otherwise defined herein shall have the same meanings herein as set forth therein. If any performance (other than payment) under any Loan Document shall be due on a day that is not a Business Day, the date for performance shall be extended to the next succeeding Business Day.

Other Interpretive Matters. Each definition (a) Unless otherwise expressly provided, for purposes of an agreement this Agreement, the following rules of interpretation shall apply: (i) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and, if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; (ii) any reference in this Article 1 Agreement to $ shall include such instrument mean U.S. dollars; (iii) all Exhibits and Schedules annexed hereto or agreement as amended, restated, supplemented or otherwise modified from time referred to time with, if required, the prior written consent herein are hereby incorporated in and made a part of the Majority Lenders, except as provided in Section 11.12 and otherwise to the extent permitted under this Agreement as if set forth in full herein and the other Loan Documents. Except where the context any capitalized terms used in any Exhibit or Schedule but not otherwise requires, definitions defined therein shall be defined as set forth in this Agreement; (iv) words imparting the singular number only shall include the plural and vice versa. The ; (v) the words such as “herein,” “hereinafter,” “hereof”, “herein,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires; (vi) the word “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (vii) the division of this Agreement into Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement; and (viii) all references in this Agreement to any particular provision “Section” are to the corresponding Section of this Agreement unless otherwise specified. For the purposes of this Agreement, unless otherwise specifically provided herein“Affiliates” of any Person means any Person that directly or indirectly controls, or is under common control with, or is controlled by, such Person. References As used in this Agreement to “Articles”definition, “Sections”control” (including with its correlative meanings, “Schedules” or “Exhibits” shall be to Articles, Sections, Schedules or Exhibits of or to this Agreement unless otherwise specifically provided. The words “include”, “includescontrolled by” and “includingunder common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise). References to the “subsidiaries” shall be of the Company or any similar reference herein include the direct and indirect subsidiaries of the Debtors and any entities that are deemed to be followed by the phrase “without limitation”, whether or not so expressly stated in each such instance, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. “Writing”, “written” and comparable terms refer to printing, typing, computer disk, e-mail and other means of reproducing words in a visible form. Except where otherwise specifically restricted, reference to a party to a Loan Document includes that party and its successors and assigns. An Event of Default, if one occurs, shall “exist”, “continue” or be “continuing” until such Event of Default has been waived in writing variable interest entities in accordance with Section 11.12. All terms used herein GAAP in which the Company owns an equity interest, which are defined in Article 9 of consolidated under the UCC and which are not otherwise defined herein shall have the same meanings herein as set forth thereinCompany’s consolidated financial statements.

Other Interpretive Matters. Each definition (a) In the event of an agreement in this Article 1 shall include such instrument or agreement as amended, restated, supplemented or otherwise modified from time to time with, if required, the prior written consent of the Majority Lenders, except as provided in Section 11.12 and otherwise to the extent permitted under of a conflict between the RSA and this Agreement, the RSA shall control in all respects provided that, notwithstanding anything to the contrary set forth in the RSA, for purposes thereof, Schedule I hereto shall be Schedule I to the RSA. (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply: (b) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and, if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; (c) any reference in this Agreement to $ shall mean U.S. dollars; (d) all exhibits and the other Loan Documents. Except where the context schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein and any capitalized terms used in any Exhibit or Schedule but not otherwise requires, definitions defined therein shall be defined as set forth in this Agreement; (e) words imparting the singular number only shall include the plural and vice versa. The ; (f) the words such as “herein,” “hereinafter,” “hereof”, “herein,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires; (g) the word “including” or any particular provision variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (h) the division of this Agreement into Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement, unless otherwise specifically provided herein. References ; and (i) all references in this Agreement to any “Articles”, “Sections”, “SchedulesSection” or “Exhibits” shall be are to Articles, Sections, Schedules or Exhibits the corresponding Section of or to this Agreement unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, whether or not so expressly stated in each such instance, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. “Writing”, “written” and comparable terms refer to printing, typing, computer disk, e-mail and other means of reproducing words in a visible form. Except where otherwise specifically restricted, reference to a party to a Loan Document includes that party and its successors and assigns. An Event of Default, if one occurs, shall “exist”, “continue” or be “continuing” until such Event of Default has been waived in writing in accordance with Section 11.12. All terms used herein which are defined in Article 9 of the UCC and which are not otherwise defined herein shall have the same meanings herein as set forth thereinspecified.

Other Interpretive Matters. Each definition of an instrument or agreement in this Article 1 shall include such instrument or agreement as amended, restated, supplemented or otherwise modified from time to time with, if requiredrequired by the Loan Documents, the prior written consent of the Administrative Agent or the Majority Lenders, except as provided in Section 11.12 10.12 and otherwise to the extent permitted under this Agreement and the other Loan Documents. Except where the context otherwise requires, definitions imparting the singular shall include the plural and vice versa. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless otherwise specifically provided herein. References in this Agreement to “Articles”, “Sections”, “Schedules” or “Exhibits” shall be to Articles, Sections, Schedules or Exhibits of or to this Agreement unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, whether or not so expressly stated in each such instance, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. “Writing”, “written” and comparable terms refer to printing, typing, computer disk, e-mail and other means of reproducing words in a visible form. “Ordinary course”, “normal course” or comparable terms shall be deemed to refer to the ordinary course of business, consistent with historical practices, in each context. Except where otherwise specifically restricted, reference to a party to a Loan Document includes that party and its successors and assigns. An Event of Default, if one occurs, shall “exist”, “continue” or be “continuing” until such Event of Default has been waived in writing in accordance with Section 11.12. All terms used herein which are defined in Article 9 of the UCC and which are not otherwise defined herein shall have the same meanings herein as set forth therein. For the avoidance of doubt, and notwithstanding any other provision in this Agreement to the contrary, financial statements, reports and other information filed by any Borrower Party or any of its Subsidiaries with the Securities and Exchange Commission or any national securities exchange shall not be deemed “furnished” to the Administrative Agent or the other members of the Lender Group solely by reason of such filing for any purposes of this Agreement (including Article VII hereof).

Other Interpretive Matters. Each definition of an agreement in this Article 1 shall include such instrument or agreement as amended, restated, supplemented or otherwise modified from time to time with, if required, the prior written consent of the Majority Lenders, except as provided in Section 11.12 and otherwise to the extent permitted under this Agreement and the other Loan Documents. Except where the context otherwise requires, definitions imparting the singular shall include the plural and vice versa. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless otherwise specifically provided herein. References in this Agreement to “Articles”, “Sections”, “Schedules” or “Exhibits” shall be to Articles, Sections, Schedules or Exhibits of or to this Agreement unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, whether or not so expressly stated in each such instance, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. “Writing”, “written” and comparable terms refer to printing, typing, computer disk, e-mail and other means of reproducing words in a visible form. “Ordinary course”, “normal course” or comparable terms shall be deemed to refer to the ordinary course of business, consistent with historical practices, in each context. Except where otherwise specifically restricted, reference to a party to a Loan Document includes that party and its successors and assigns. An Event of Default, if one occurs, shall “exist”, “continue” or be “continuing” until such Event of Default has been waived in writing in accordance with Section 11.12. All terms used herein which are defined in Article 9 of the UCC and which are not otherwise defined herein shall have the same meanings herein as set forth therein. All references to a specific time shall be construed to refer to the time in the city and state of the Administrative Agent’s Office, unless otherwise indicated. As used in Sections 7.6(a), 7.6(b), 7.6(f), 9.1(d) and 9.1(e), any reference to the Borrower Parties, of any of them, having knowledge of the existence of a specified condition or event shall be deemed satisfied if any of the following officers of Parent shall have knowledge of such event of condition: any chairman, vice chairman, president, chief executive officer, treasurer, senior vice present or general counsel.

Other Interpretive Matters. Each definition In this Agreement, the Note and each other Related Document to which the Purchaser, the Borrower, the Company or any of an their Subsidiaries are parties thereto, unless a clear contrary intention appears: (i) the singular number includes the plural number and vice versa; (ii) reference to any Person includes such Person's successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement or such other Related Document, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (iii) reference to any gender includes each other gender; (iv) reference to any agreement (including this Agreement and the Schedules hereto), document or instrument means such agreement, document or instrument as amended or modified and in this Article 1 shall include such instrument or agreement as amended, restated, supplemented or otherwise modified effect from time to time within accordance with the terms thereof and, if requiredapplicable, the prior written consent terms hereof (and without giving effect to any amendment or modification that would not be permitted in accordance with the terms hereof); (v) reference to any applicable law means such applicable law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any particular provision of the Majority Lendersany applicable law shall be interpreted to include any revision of or successor to that provision regardless of how numbered or classified; (vi) reference to any Article, except as provided in Section 11.12 and otherwise to the extent permitted under this Agreement and the other Loan Documents. Except where the context otherwise requires, definitions imparting the singular shall include the plural and vice versa. The words “or Exhibit means such Article or Section hereof or such Exhibit hereto; (vii) "hereunder," "hereof”, “herein” and “hereunder” ," "hereto" and words of similar import when used in this Agreement shall refer be deemed references to this Agreement as a whole and not to any particular Section or other provision hereof; (viii) "including" (and with correlative meaning "include") means including without limiting the generality of this Agreementany description preceding such term; (ix) relative to the determining of any period of time, unless otherwise specifically provided herein. References in this Agreement "from" means "from and including" and "to" and "through" mean "to “Articles”and including"; (x) "or", “Sections”, “Schedules” or “Exhibits” "either" and "any" are not exclusive; (xi) references to any Subsidiary of a Person shall be given effect only at such times as such Person has one or more Subsidiaries; and (xii) references to Articles, Sections, Schedules "shares" or Exhibits of "stock" shall include membership interests or to this Agreement unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, whether or not so expressly stated in each such instance, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. “Writing”, “written” and comparable terms refer to printing, typing, computer disk, e-mail and other means of reproducing words in a visible form. Except where otherwise specifically restricted, reference to a party to a Loan Document includes that party and its successors and assigns. An Event of Default, if one occurs, shall “exist”, “continue” or be “continuing” until such Event of Default has been waived in writing in accordance with Section 11.12. All terms used herein which are defined in Article 9 of the UCC and which are not otherwise defined herein shall have the same meanings herein as set forth thereinownership interests.

Other Interpretive Matters. Each definition of an agreement in this Article 1 shall include such instrument or agreement as amended, restated, supplemented or otherwise modified from time to time with, if required, the prior written consent of the Majority Lenders, except as provided in Section 11.12 and otherwise to the extent permitted under In this Agreement and the other Loan Transaction Documents. Except , except where the context otherwise requiresexpressly requires otherwise, definitions imparting (a) the use of any gender herein will be deemed to encompass references to either or both genders, and the use of the singular shall will be deemed to include the plural (and vice versa. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless otherwise specifically provided herein. References in this Agreement to “Articles”, “Sections”, “Schedules” or “Exhibits” shall be to Articles, Sections, Schedules or Exhibits of or to this Agreement unless otherwise specifically provided. The ); (b) the words “include”, “includes” and “including” shall will be deemed to be followed by the phrase “without limitation”, whether or not so expressly stated in each such instance, and ; (c) the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The word “will” shall will be construed to have the same meaning and effect as the word “shall”. ; (d) the word “Writingany” shall mean “any and all” unless otherwise clearly indicated by context; (e) any definition of or reference to any agreement, instrument or other document herein will be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein); (f) any reference herein to any Person will be construed to include the Person’s successors and assigns; (g) the words “herein”, “writtenhereof” and comparable terms “hereunder”, and words of similar import, will be construed to refer to printingthis Agreement in its entirety and not to any particular provision hereof; (h) where a word or phrase is defined herein, typingeach of its other grammatical forms shall have a corresponding meaning; (i) the word “notice” means notice in writing (whether or not specifically stated) and will include notices, computer diskconsents, approvals and other written communications contemplated under this Agreement; (j) provisions that require that a Party or the Parties “agree,” “consent” or “approve” or the like will require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail (except to the extent provided in Section 13.4) and instant messaging); (k) references to any specific law, rule or regulation, or article, section or other division thereof, will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof; (l) the term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or”; and (m) the term “extent” in the phrase “to the extent” means of reproducing words in the degree to which a visible form. Except where otherwise specifically restrictedsubject or other thing extends, reference to a party to a Loan Document includes that party and its successors and assigns. An Event of Default, if one occurs, shall such phrase does not mean simply “existif”, “continue” or be “continuing” until such Event of Default has been waived in writing in accordance with Section 11.12. All terms used herein which are defined in Article 9 of the UCC and which are not otherwise defined herein shall have the same meanings herein as set forth therein.

Other Interpretive Matters. Each definition (a) Unless otherwise expressly provided, for purposes of an agreement this Agreement, the following rules of interpretation shall apply: (i) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and, if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; (ii) any reference in this Article 1 Agreement to “$” shall include such instrument mean U.S. dollars; (iii) all exhibits and schedules annexed hereto or agreement as amended, restated, supplemented or otherwise modified from time referred to time with, if required, the prior written consent herein are hereby incorporated in and made a part of the Majority Lenders, except as provided in Section 11.12 and otherwise to the extent permitted under this Agreement as if set forth in full herein and the other Loan Documents. Except where the context any capitalized terms used in any exhibit or schedule but not otherwise requires, definitions defined therein shall be defined as set forth in this Agreement; (iv) words imparting the singular number only shall include the plural and vice versa. The ; (v) the words such as “herein,” “hereinafter,” “hereof”, “herein,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires; (vi) the word “including” or any particular provision variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (vii) the division of this Agreement into Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement, unless otherwise specifically provided herein. References ; and (viii) all references in this Agreement to any “Articles”, “Sections”, “SchedulesSection” or “Exhibits” shall be are to Articles, Sections, Schedules or Exhibits the corresponding Section of or to this Agreement unless otherwise specifically providedspecified. The words Unless the context otherwise requires, references herein to the “include”, “includesCompany” and “including” after the Plan Effective Date shall be deemed to be followed by references to the phrase Reorganized Company and references to the “without limitation”Reorganized Company” prior to the Plan Effective Date shall be deemed to be references to the Company, whether or not so expressly stated in each case for all purposes of this Agreement. For purposes of this Agreement, (A) “Reorganized Company” means Reorganized WPG and (B) “subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership or other legal entity as to which such instancePerson (either alone or through or together with any other subsidiary), and the term “or” has(x) owns, except where otherwise indicateddirectly or indirectly, the inclusive meaning represented by the phrase “and/or”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. “Writing”, “written” and comparable terms refer to printing, typing, computer disk, e-mail and other means of reproducing words in a visible form. Except where otherwise specifically restricted, reference to a party to a Loan Document includes that party and its successors and assigns. An Event of Default, if one occurs, shall “exist”, “continue” or be “continuing” until such Event of Default has been waived in writing in accordance with Section 11.12. All terms used herein which are defined in Article 9 more than fifty percent (50%) of the UCC capital stock or equity interests, (y) has the power to elect a majority of the board of directors or similar governing body or (z) has the power to direct the business and which are not otherwise defined herein shall have the same meanings herein as set forth thereinpolicies.

Other Interpretive Matters. Each definition (a) Unless otherwise expressly provided, for purposes of an agreement this Agreement, the following rules of interpretation shall apply: (i) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and, if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; (ii) any reference in this Article 1 Agreement to $ shall include such instrument mean U.S. dollars; (iii) all exhibits and schedules annexed hereto or agreement as amended, restated, supplemented or otherwise modified from time referred to time with, if required, the prior written consent herein are hereby incorporated in and made a part of the Majority Lenders, except as provided in Section 11.12 and otherwise to the extent permitted under this Agreement as if set forth in full herein and the other Loan Documents. Except where the context any capitalized terms used in any Exhibit or Schedule but not otherwise requires, definitions defined therein shall be defined as set forth in this Agreement; (iv) words imparting the singular number only shall include the plural and vice versa. The ; (v) the words such as “herein,” “hereinafter,” “hereof”, “herein,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires; (vi) the word “including” or any particular provision variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (vii) the division of this Agreement into Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement, unless otherwise specifically provided herein. References ; and (viii) all references in this Agreement to any “Articles”, “Sections”, “SchedulesSection” or “Exhibits” shall be are to Articles, Sections, Schedules or Exhibits the corresponding Section of or to this Agreement unless otherwise specifically providedspecified. The words References herein to the “include”, “includesCompany” and “including” after the Plan Effective Date shall be deemed to be followed by references to the phrase “without limitation”Reorganized CRC” and references to the “Company” prior to the Plan Effective Date shall be deemed to be references to the Company, whether or not so expressly stated in each such instance, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. “Writing”, “written” and comparable terms refer to printing, typing, computer disk, e-mail and other means case for all purposes of reproducing words in a visible form. Except where otherwise specifically restricted, reference to a party to a Loan Document includes that party and its successors and assigns. An Event of Default, if one occurs, shall “exist”, “continue” or be “continuing” until such Event of Default has been waived in writing in accordance with Section 11.12. All terms used herein which are defined in Article 9 of the UCC and which are not otherwise defined herein shall have the same meanings herein as set forth thereinthis Agreement.

Other Interpretive Matters. Each definition (a) Unless otherwise expressly provided, for purposes of an agreement this Agreement, the following rules of interpretation shall apply: (i) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and, if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; (ii) any reference in this Article 1 Agreement to $ shall include such instrument mean U.S. dollars; (iii) all Exhibits and Schedules annexed hereto or agreement as amended, restated, supplemented or otherwise modified from time referred to time with, if required, the prior written consent herein are hereby incorporated in and made a part of the Majority Lenders, except as provided in Section 11.12 and otherwise to the extent permitted under this Agreement as if set forth in full herein and the other Loan Documents. Except where the context any capitalized terms used in any Exhibit or Schedule but not otherwise requires, definitions defined therein shall be defined as set forth in this Agreement; (iv) words imparting the singular number only shall include the plural and vice versa. The ; (v) the words such as “herein,” “hereinafter,” “hereof”, “herein,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires; (vi) the word “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (vii) the division of this Agreement into Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement; and (viii) all references in this Agreement to any particular provision “Section” are to the corresponding Section of this Agreement unless otherwise specified. For the purposes of this Agreement, unless otherwise specifically provided herein“Affiliates” of any Person means any Person that directly or indirectly controls, or is under common control with, or is controlled by, such Person. References As used in this Agreement to “Articles”definition, “Sections”control” (including with its correlative meanings, “Schedules” or “Exhibits” shall be to Articles, Sections, Schedules or Exhibits of or to this Agreement unless otherwise specifically provided. The words “include”, “includescontrolled by” and “including” under common control with”) shall be deemed to be followed by mean the phrase “without limitation”possession, whether directly or not so expressly stated in each such instanceindirectly, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. “Writing”, “written” and comparable terms refer to printing, typing, computer disk, e-mail and other means of reproducing words in a visible form. Except where otherwise specifically restricted, reference to a party to a Loan Document includes that party and its successors and assigns. An Event of Default, if one occurs, shall “exist”, “continue” or be “continuing” until such Event of Default has been waived in writing in accordance with Section 11.12. All terms used herein which are defined in Article 9 of the UCC and which are not otherwise defined herein shall have power to direct or cause the same meanings herein as set forth thereindirection of the management or policies of a Person (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

Other Interpretive Matters. Each definition (a) Unless otherwise expressly provided, for purposes of an agreement this Agreement, the following rules of interpretation shall apply: (i) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and, if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; (i) any reference in this Article 1 Agreement to $ shall include such instrument mean U.S. dollars; (i) all exhibits and schedules annexed hereto or agreement as amended, restated, supplemented or otherwise modified from time referred to time with, if required, the prior written consent herein are hereby incorporated in and made a part of the Majority Lenders, except as provided in Section 11.12 and otherwise to the extent permitted under this Agreement as if set forth in full herein and the other Loan Documents. Except where the context any capitalized terms used in any Exhibit or Schedule but not otherwise requires, definitions defined therein shall be defined as set forth in this Agreement; (i) words imparting the singular number only shall include the plural and vice versa. The ; (i) the words such as “herein,” “hereinafter,” “hereof”, “herein,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires; (i) the word “including” or any particular provision variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (i) the division of this Agreement into Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement, unless otherwise specifically provided herein. References ; and (i) all references in this Agreement to any “Articles”, “Sections”, “SchedulesSection” or “Exhibits” shall be are to Articles, Sections, Schedules or Exhibits the corresponding Section of or to this Agreement unless otherwise specifically providedspecified. The words References herein to the “include”, “includesCompany” and “including” after the Plan Effective Date shall be deemed to be followed by references to the phrase “without limitation”Reorganized CRC” and references to the “Company” prior to the Plan Effective Date shall be deemed to be references to the Company, whether or not so expressly stated in each such instance, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. “Writing”, “written” and comparable terms refer to printing, typing, computer disk, e-mail and other means case for all purposes of reproducing words in a visible form. Except where otherwise specifically restricted, reference to a party to a Loan Document includes that party and its successors and assigns. An Event of Default, if one occurs, shall “exist”, “continue” or be “continuing” until such Event of Default has been waived in writing in accordance with Section 11.12. All terms used herein which are defined in Article 9 of the UCC and which are not otherwise defined herein shall have the same meanings herein as set forth thereinthis Agreement.

Other Interpretive Matters. Each definition Unless otherwise expressly provided herein, for purposes of an agreement this Agreement, the following rules of interpretation shall apply: (a) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and, if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; (b) any reference in this Article 1 Agreement to “$” or “dollars” shall include such instrument mean U.S. dollars; (c) all exhibits and schedules annexed hereto or agreement as amended, restated, supplemented or otherwise modified from time referred to time with, if required, the prior written consent herein are hereby incorporated in and made a part of the Majority Lenders, except as provided in Section 11.12 and otherwise to the extent permitted under this Agreement as if set forth in full herein and the other Loan Documents. Except where the context any capitalized terms used in any such exhibit or schedule but not otherwise requires, definitions defined therein shall be defined as set forth in this Agreement; (d) words imparting the singular number only shall include the plural and vice versa. The ; (e) words such as “herein,” “hereinafter,” “hereof”, “herein,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires; (f) the word “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (g) the division of this Agreement into Sections and other subdivisions are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement; and (h) all references in this Agreement to any particular “Section” are to the corresponding Section of this Agreement unless otherwise specified. The Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement, unless otherwise specifically provided herein. References in this Agreement to “Articles”, “Sections”, “Schedules” or “Exhibits” shall be to Articles, Sections, Schedules or Exhibits of or to this Agreement unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, whether or not so expressly stated in each such instance, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. “Writing”, “written” and comparable terms refer to printing, typing, computer disk, e-mail and other means of reproducing words in a visible form. Except where otherwise specifically restricted, reference to a party to a Loan Document includes that party and its successors and assigns. An Event of Default, if one occurs, shall “exist”, “continue” or be “continuing” until such Event of Default has been waived in writing in accordance with Section 11.12. All terms used herein which are defined in Article 9 of the UCC and which are not otherwise defined herein shall have the same meanings herein as set forth therein.

Other Interpretive Matters. Each definition (a) Unless otherwise expressly provided, for purposes of an agreement this Agreement, the following rules of interpretation shall apply: (i) when calculating the period of time before which, within which, or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in this Article 1 calculating such period shall include such instrument or agreement as amended, restated, supplemented or otherwise modified from time to time withbe excluded and, if requiredthe last day of such period is a non-Business Day, the prior written consent period in question shall end on the next succeeding Business Day; (ii) all exhibits attached hereto or referred to herein are hereby incorporated in and made a part of the Majority Lenders, except as provided in Section 11.12 and otherwise to the extent permitted under this Agreement and the other Loan Documents. Except where the context otherwise requires, definitions as if set forth in full herein; (iii) words imparting the singular number only shall include the plural and vice versa. The ; (iv) the words such as “herein,” “hereinafter,” “hereof”, “herein,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires; (v) the word “including” or any particular provision variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (vi) the division of this Agreement into Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement, unless otherwise specifically provided herein. References ; (vii) all references in this Agreement to any “Articles”, “Sections”, “SchedulesSection” or “Exhibits” shall be are to Articles, Sections, Schedules or Exhibits the corresponding Section of or to this Agreement unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, whether or not so expressly stated in each such instance, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. “Writing”, “written” and comparable terms refer to printing, typing, computer disk, e-mail and other means of reproducing words in a visible form. Except where otherwise specifically restricted, reference to a party to a Loan Document includes that party and its successors and assigns. An Event of Default, if one occurs, shall “exist”, “continue” or be “continuing” until such Event of Default has been waived in writing in accordance with Section 11.12. All terms used herein which are defined in Article 9 of the UCC and which are not otherwise defined herein shall have the same meanings herein as set forth therein.specified; and

Other Interpretive Matters. Each definition Unless otherwise expressly provided herein, for purposes of an agreement this Agreement, the following rules of interpretation shall apply: (a) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and, if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; (b) any reference in this Article 1 Agreement to “$” or “dollars” shall include such instrument mean U.S. dollars; (c) all exhibits and schedules annexed hereto or agreement as amended, restated, supplemented or otherwise modified from time referred to time with, if required, the prior written consent herein are hereby incorporated in and made a part of the Majority Lenders, except as provided in Section 11.12 and otherwise to the extent permitted under this Agreement as if set forth in full herein and the other Loan Documents. Except where the context any capitalized terms used in any such exhibit or schedule but not otherwise requires, definitions defined therein shall be defined as set forth in this Agreement; (d) words imparting the singular number only shall include the plural and vice versa. The ; (e) words such as “herein,” “hereinafter,” “hereof”, “herein,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires; (f) the word “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (g) the division of this Agreement into Sections and other subdivisions are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement; and (h) all references in this Agreement to any particular “Section” are to the corresponding Section of this Agreement unless otherwise specified. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement, unless otherwise specifically provided herein. References in this Agreement to “Articles”, “Sections”, “Schedules” or “Exhibits” shall be to Articles, Sections, Schedules or Exhibits of or to this Agreement unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, whether or not so expressly stated in each such instance, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. “Writing”, “written” and comparable terms refer to printing, typing, computer disk, e-mail and other means of reproducing words in a visible form. Except where otherwise specifically restricted, reference to a party to a Loan Document includes that party and its successors and assigns. An Event of Default, if one occurs, shall “exist”, “continue” or be “continuing” until such Event of Default has been waived in writing in accordance with Section 11.12. All terms used herein which are defined in Article 9 of the UCC and which are not otherwise defined herein shall have the same meanings herein as set forth therein.

Other Interpretive Matters. Each definition of an any instrument or agreement in this Article 1 or elsewhere in this Agreement shall include such instrument or agreement as amended, restated, supplemented or otherwise modified from time to time with, if required, the prior written consent of the Majority Lenders, except as provided in Section 11.12 and otherwise Lender to the extent permitted under this Agreement and the other Loan Documents. Except where the context otherwise requires, definitions imparting the singular shall include the plural and vice versa. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless otherwise specifically provided herein. References in this Agreement to “Articles”, “Sections”, “Schedules” or “Exhibits” shall be to Articles, Sections, Schedules or Exhibits of or to this Agreement unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, whether or not so expressly stated in each such instance, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. “Writing”, “written” and comparable terms refer to printing, typing, computer disk, e-mail and other means of reproducing words in a visible form. “Ordinary course”, “normal course” or comparable terms shall be deemed to refer to the ordinary course of business, consistent with historical practices, in each context. Except where otherwise specifically restricted, reference to a party to a Loan Document includes that party and its successors and assigns. An Event of DefaultAs used herein as it pertains to the Borrower, if one occursthe term “shall not cause or allow” (or any similar phrase), with respect to any event, matter or circumstance, means that the Borrower shall “exist”not cause such event, “continue” matter or be “continuing” until circumstance to occur and shall prevent such Event of Default has been waived in writing in accordance with Section 11.12event, matter or circumstance from occurring (as opposed to the Borrower merely withholding its authorization or permission for such event, matter or circumstance to occur). All terms used herein which are defined in Article 9 of the UCC and which are not otherwise defined herein shall have the same meanings herein as set forth therein.

Other Interpretive Matters. Each definition The definitions of an agreement in this Article 1 terms herein shall include such instrument or agreement as amended, restated, supplemented or otherwise modified from time apply equally to time with, if required, the prior written consent singular and plural forms of the Majority Lenders, except as provided in Section 11.12 and otherwise to the extent permitted under this Agreement and the other Loan Documentsterms defined. Except where Whenever the context otherwise requiresmay require, definitions imparting the singular any pronoun shall include the plural corresponding masculine, feminine and vice versa. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless otherwise specifically provided herein. References in this Agreement to “Articles”, “Sections”, “Schedules” or “Exhibits” shall be to Articles, Sections, Schedules or Exhibits of or to this Agreement unless otherwise specifically providedneuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, whether or not so expressly stated in each such instance, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “Writinglaw” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders and decrees, of all Governmental Authorities. Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (ii) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (iii) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (iv) the words “herein”, “writtenhereof” and comparable terms “hereunder”, and words of similar import, shall be construed to refer to printingthis Agreement in its entirety and not to any particular provision hereof, typing(v) all references herein to Articles, computer diskSections, e-mail Exhibits and other means of reproducing Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (vi) the words in a visible form. Except where otherwise specifically restricted, reference “asset” and “property” shall be construed to a party to a Loan Document includes that party and its successors and assigns. An Event of Default, if one occurs, shall “exist”, “continue” or be “continuing” until such Event of Default has been waived in writing in accordance with Section 11.12. All terms used herein which are defined in Article 9 of the UCC and which are not otherwise defined herein shall have the same meanings herein as set forth thereinmeaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Other Interpretive Matters. Each definition In this Agreement and each other Transaction Document to which the Purchaser(s) and one or more of an the Company or any of its Subsidiaries are the sole parties thereto, unless a clear contrary intention appears: (i) the singular number includes the plural number and vice versa; (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement or such other Transaction Document, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (iii) reference to any gender includes each other gender; (iv) reference to any agreement (including this Agreement and the Schedules hereto), document or instrument means such agreement, document or instrument as amended or modified and in this Article 1 shall include such instrument or agreement as amended, restated, supplemented or otherwise modified effect from time to time within accordance with the terms thereof and, if requiredapplicable, the prior written consent terms hereof (and without giving effect to any amendment or modification that would not be permitted in accordance with the terms hereof); (v) reference to any applicable law means such applicable law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any particular provision of the Majority Lendersany applicable law shall be interpreted to include any revision of or successor to that provision regardless of how numbered or classified; (vi) reference to any Article, except as provided in Section 11.12 and otherwise to the extent permitted under this Agreement and the other Loan Documents. Except where the context otherwise requires, definitions imparting the singular shall include the plural and vice versa. The words or Exhibit means such Article or Section hereof or such Exhibit hereto; (vii) “hereunder,” “hereof”, ,” “herein” and “hereunderhereto” and words of similar import when used in this Agreement shall refer be deemed references to this Agreement as a whole and not to any particular Section or other provision hereof; (viii) “including” (and with correlative meaning “include”) means including without limiting the generality of this Agreementany description preceding such term; (ix) relative to the determining of any period of time, unless otherwise specifically provided herein. References in this Agreement “from” means “from and including” and “to” and “through” mean “to and including”; (x) “or,” “either” and “any” are not exclusive; (xi) references to any Subsidiary of a Person shall be given effect only at such times as such Person has one or more Subsidiaries, and references to “Articles”consolidated” and “consolidating” financial statements shall be given effect only at such time as, such Person has one or more Subsidiaries; and (xii) references to “Sections”, “Schedules$” or “Exhibitsdollars” shall be to Articles, Sections, Schedules or Exhibits of or to this Agreement unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, whether or not so expressly stated in each such instance, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. “Writing”, “written” and comparable terms refer to printing, typing, computer disk, e-mail and other means of reproducing words in a visible form. Except where otherwise specifically restricted, reference to a party to a Loan Document includes that party and its successors and assigns. An Event of Default, if one occurs, shall “exist”, “continue” or be “continuing” until such Event of Default has been waived in writing in accordance with Section 11.12. All terms used herein which are defined in Article 9 of the UCC and which are not otherwise defined herein shall have the same meanings herein as set forth thereinmean United States dollars.