Common use of Rules of Construction Clause in Contracts

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, 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; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise stated.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in The definitions of terms herein shall apply equally to the singular shall be held to include and plural forms of the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; terms defined. (b) references to ArticlesWhenever the context may require, Sectionsany pronoun shall include the corresponding masculine, paragraphs, Exhibits, feminine and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; neuter forms. (c) references to The words “$include”, “includes” and “including” shall mean United States dollars; be deemed to be followed by the phrase “without limitation”. (d) The word “will” shall be construed to have the same meaning and effect as the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; shall”. (e) Unless the table context requires otherwise (i) any definition of contents, articles, titles and headings contained in this Agreement are for or reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption agreement, instrument or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to other document herein shall be construed with and as an integral part of this Agreement referring to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requiressuch agreement, 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; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate instrument or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modifiedsupplemented or otherwise modified (subject to any restrictions on such amendments, supplements or supplementedmodifications set forth herein), including by waiver or consent(ii) any reference herein to any person shall be construed to include such person’s successors and assigns (subject to any restrictions on such assignments set forth herein), (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections, Schedules and Exhibits shall be construed to refer to Articles and Sections of, and Schedules and Exhibits to, this Agreement, (v) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all attachments thereto tangible and instruments incorporated therein; intangible assets and properties, and (kvi) unless otherwise specified hereinany reference to any law, any statute rule or regulation referred shall be construed to herein means such statute mean that law, rule or regulation as amended, modified, supplemented or replaced from time to time (and, amended and in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced effect from time to time. (f) Each covenant in this Agreement shall be given independent effect, unless otherwise statedand the fact that any act or omission may be permitted by one covenant and prohibited or restricted by any other covenant (whether or not dealing with the same or similar events) shall not be construed as creating any ambiguity, conflict or other basis to consider any matter other than the express terms hereof in determining the meaning or construction of such covenants and the enforcement thereof in accordance with their respective terms. (g) This Agreement is being entered into by and between competent and sophisticated parties who are experienced in business matters and represented by legal counsel and other advisors, and has been reviewed by the parties and their legal counsel and other advisors. Therefore, any ambiguous language in this Agreement will not be construed against any particular party as the drafter of the language.

Rules of Construction. Interpretation of this Agreement shall be governed by the The following rules of construction: construction shall be applicable for all purposes of this Security Instrument and all documents or instruments supplemental hereto, unless the context otherwise clearly requires: (a) The terms “include,” “including” and similar terms shall be construed as if followed by the phrase “without being limited to”; (b) any pronoun used herein shall be deemed to cover all genders, and words in importing the singular number shall be held to mean and include the plural number, and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; ; (c) references all captions to “$” shall mean United States dollars; the Sections hereof are used for convenience and reference only and in no way define, limit or describe the scope or intent of, or in any way affect, this Security Instrument; (d) the word term “includingor” and words of similar import when used in this Agreement shall mean has, except where otherwise indicated, the inclusive meaning represented by the phrase “including without limiting the generality of the foregoing,” unless otherwise specified; and/or”; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” “herein,” “hereby,” “hereunder,” and “hereunder” and words of similar import when used terms in this Agreement shall Security Instrument refer to this Agreement Security Instrument as a whole and not to any particular provision or section of this AgreementSecurity Instrument; (f) an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by Lender; (g) No inference in favor of or against any party shall be drawn from the fact that such party has drafted any portion hereof or any other Loan Document; (h) The cover page (if any) of, all recitals set forth in, and all Exhibits to, this Security Instrument are hereby incorporated herein; and (i) all terms defined in Wherever Lender’s judgment, consent, approval or discretion is required under this Agreement Security Instrument or any other Loan Document for any matter or thing or Lender shall have an option, election, or right of determination or any other power to decide any matter relating to the defined meanings when used terms and conditions of this Security Instrument, including any right to determine that something is satisfactory or not (“Decision Power”), such Decision Power shall be exercised in any certificate or other document made or delivered pursuant hereto the sole and absolute discretion of Lender unless otherwise defined therein; (j) any agreement or instrument defined or referred expressly stated to herein be reasonably exercised. Such Decision Power and each other power granted to Lender upon this Security Instrument or any agreement other Loan Document may be exercised by Lender or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, by any authorized agent of Lender (including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statuteservicer and/or attorney-in-fact), and references Borrower hereby expressly agrees to any section recognize the exercise of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated Decision Power by excluding such authorized agent. Without limiting the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day generality of the period is not a Business Day; (m) references to foregoing, any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract authorized agent of Lender (including this Agreementany servicer and/or attorney-in-fact) or organizational document are is hereby specifically authorized to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedremove a trustee and select and appoint a successor trustee.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articlesthe terms Article, SectionsSection, paragraphs, Exhibits, paragraph and Schedules Schedule are references to the Articles, Sections, paragraphs, Exhibits, paragraphs and Schedules to of this Agreement unless otherwise specified; (c) references to “$” shall mean United States U.S. dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoinglimitation,” unless otherwise specified; (e) the table of contentsword “or” shall not be exclusive; (f) references to “written” or “in writing” include in electronic form; (g) provisions shall apply, articleswhen appropriate, titles to successive events and transactions; (h) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (fi) GGP and Spinco have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed without regard to any as if drafted jointly by the Parties and no presumption or rule requiring construction burden of proof shall arise favoring or interpretation against burdening either Party by virtue of the Party drafting or causing authorship of any instrument to be drafted; (g) of the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” “herein” and “hereunder” and words of similar import when used provisions in this Agreement shall refer to this Agreement as a whole and not to or any particular provision interim drafts of this Agreement; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) a reference to any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means Person includes such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, Person’s successors and references to all attachments thereto and instruments incorporated thereinpermitted assigns; (k) any reference to “days” means calendar days unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules business days are expressly specified; and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all when calculating the period of time periods before which, within which or following which any payment act is to be made done or act step taken pursuant to be done this Agreement, the date that is the reference date in calculating such period shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day excluded, if the last day of the such period is not a Business Day; (m) references to any Person include such Person’s predecessors or successorsbusiness day, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedperiod shall end on the next succeeding business day.

Rules of Construction. Interpretation of In construing this Agreement Agreement, the following principles shall be governed by the following rules of construction: followed: (a) words in the singular no consideration shall be held given to the fact or presumption that one Party had a greater or lesser hand in drafting this Agreement; (b) examples shall not be construed to limit, expressly or by implication, the matter they illustrate; (c) the word “includes” and its syntactical variants mean “includes, but is not limited to,” “includes without limitation” and corresponding syntactical variant expressions; (d) the plural shall be deemed to include the plural singular and vice versa, and words of one gender shall be held to include the other gender as the context requires; applicable; (be) references to Articles, Sections, paragraphs, Exhibits, any Person (including any Governmental Authority) shall include such Person’s successors and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; permitted assigns; (f) this Agreement shall be construed without regard reference to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requiresagreement, 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; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means shall mean such agreement agreement, document or instrument as amended, replaced, restated or modified and in effect from time to time amended, modified, or supplemented, including by waiver or consent, and in accordance with the terms thereof; (g) references to all attachments thereto and instruments incorporated therein; any Applicable Law (k) unless otherwise specified herein, including any statute or regulation referred to herein referenced in this Agreement) means such statute or regulation Applicable Law as amended, modified, supplemented codified, replaced or replaced re-enacted, in whole or in part, and in effect from time to time (andtime, in the case of any statute, includes any including rules and regulations promulgated under such statute)thereunder, and references to any section or other provision of any statute Applicable Law means that provision of such Applicable Law from time to time in effect and constituting the substantive amendment, modification, codification, replacement or regulation include any successor to re-enactment of such section; section or other provision; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (mh) references to any Person include such Person’s predecessors Exhibit, Article, Section or successorsother sub-section shall be references to an Exhibit, whether by mergerArticle, consolidation, amalgamation, reorganization, Section or otherwiseother sub-section of this Agreement; and and (ni) references to any contract (including this Agreement) or organizational document are currency shall be references to the contract or organizational document as amended, modified, supplemented, or replaced from time to timelawful money of the United States, unless otherwise statedindicated, and any payments and transfers of funds shall be made in immediately available funds.

Rules of Construction. Interpretation Any provision of this Agreement that refers to the words “include,” “includes” or “including” shall be governed deemed to be followed by the following rules words “without limitation.” References to numbered or letter articles, sections and subsections refer to articles, sections and subsections, respectively, of construction: (a) words in this Agreement unless expressly stated otherwise. All references to this Agreement include, whether or not expressly referenced, the singular exhibits and schedules attached hereto. References to a Section, paragraph, Exhibit or Schedule, such reference shall be held to include the plural and vice versaa Section or paragraph of, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articlesor Exhibit or Schedule to, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the indicated. 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; (i) all terms defined . The word “or” when used in this Agreement shall have is not exclusive. The definitions contained in this Agreement are applicable to the defined meanings when used in any certificate singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument, law or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement agreement, instrument, or instrument statute as from time to time amended, modified, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent, consent and (in the case of statutes) by succession of comparable successor statutes and includes references to all attachments thereto and instruments incorporated therein; (k) therein unless otherwise specified herein, indicated. References to a Person are also to its permitted successors and assigns. In the event that any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of claim is made by any statute, includes any rules and regulations promulgated under such statute), and references Person relating to any section conflict, omission or ambiguity in this Agreement, no presumption or burden of any statute proof or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done persuasion shall be calculated implied by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day virtue of the period is not fact that this Agreement was prepared by or at the request of a Business Day; (m) references to any particular Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedits counsel.

Rules of Construction. Interpretation (i) The definitions of this Agreement terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be governed deemed to be followed by the following rules of construction: (a) words in the singular phrase “without limitation.” The word “will” shall be held construed to include have the plural same meaning and vice versa, and words of one gender shall be held to include the other gender effect as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “includingshall.” and words Unless the context requires otherwise, (i) any definition of similar import when used in this Agreement shall mean “or reference to any agreement, instrument or other document (including without limiting the generality of the foregoing,” unless otherwise specified; (eany Organization Document) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard as referring to any presumption or rule requiring construction or interpretation against the Party drafting or causing any such agreement, instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, 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; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time otherwise modified (subject to time (andany restrictions on such amendments, in the case of any statute, includes any rules and regulations promulgated under such statutesupplements or modifications set forth herein), and references to (ii) any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references reference herein to any Person shall be construed to include such Person’s predecessors or successorssuccessors and permitted assigns, whether by merger(iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, consolidationwhen used in this Agreement, amalgamation, reorganization, or otherwise; shall be construed to refer to this Agreement in its entirety and (n) references not to any contract particular provision thereof, (including iv) all references in this AgreementAgreement to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement in which such references appear, (v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or organizational document are interpreting such Law and any reference to the contract or organizational document any Law shall, unless otherwise specified, refer to such Law as amended, modified, supplemented, modified or replaced supplemented from time to time, unless otherwise statedand (vi) 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. (ii) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including”.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (ai) in the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any Ancillary Document, the terms and conditions of the Ancillary Document shall govern and control this Agreement, unless otherwise specified herein; (ii) words in the singular shall be held to include the plural and vice versa, versa and words of one gender shall be held to include the other gender as the context requires; (biii) references to Articlesthe terms Article, SectionsSection, paragraphsparagraph, Exhibitsclause, Exhibit and Schedules Schedule are references to the Articles, Sections, paragraphs, Exhibitsclauses, Exhibits and Schedules to of this Agreement unless otherwise specified; (civ) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (v) references to “$” shall mean United States U.S. dollars; (dvi) the word “including” and words of similar import when used in this Agreement shall mean “including including, without limiting the generality of the foregoinglimitation,” unless otherwise specified; (evii) the word “or” shall not be exclusive; (viii) references to “written” or “in writing” include in electronic form; (ix) unless the context requires otherwise, references to “party” shall mean GGP or Spinco, as appropriate, and references to “parties” shall mean GGP and Spinco; (x) provisions shall apply, when appropriate, to successive events and transactions; (xi) the table of contents, articles, titles contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (fxii) GGP and Spinco have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed without regard to any as if drafted jointly by the parties hereto and no presumption or rule requiring construction burden of proof shall arise favoring or interpretation against burdening either party by virtue of the Party drafting or causing authorship of any instrument to be drafted; (g) of the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” “herein” and “hereunder” and words of similar import when used provisions in this Agreement shall refer to this Agreement as a whole and not to or any particular provision interim drafts of this Agreement; and (ixiii) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references reference to any Person include includes such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; successors and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedpermitted assigns.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference For all purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption , except as otherwise expressly provided or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requiresrequires (a) singular words shall connote the plural as well as the singular, and vice versa (except as indicated), as may be appropriate, and “or” is not exclusive, (b) the words “hereofherein,” “hereinhereof” and “hereunder” and other words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular article, schedule, section, paragraph, clause, exhibit or other subdivision, (c) the headings, subheadings and table of contents set forth in this Agreement are solely for convenience of reference and shall not constitute a part of this Agreement nor shall they affect the meaning, construction or effect of any provision hereof, (d) references in this Agreement to “include” or “including” shall mean include or including, as applicable, without limiting the generality of any description preceding such term, and for purposes hereof the rule of ejusdem generis shall not be applicable to limit a general statement, followed by or referable to an enumeration of specific matters, to matters similar to those specifically mentioned, (e) each of the parties to this Agreement and its counsel have reviewed and revised, or requested revisions to, this Agreement, and the rule of construction that any ambiguities are to be resolved against the drafting party shall be inapplicable in the construction and interpretation of this Agreement; , (if) all terms defined in this Agreement shall have the defined meanings when used in any certificate definition of or reference to any Facility Document, agreement, instrument or other document made herein shall be construed as referring to such agreement, instrument or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument other document as from time to time amended, modifiedrestated, supplemented or supplementedotherwise modified (subject to any restrictions on such amendments, including by waiver restatements, supplements or consentmodifications set forth herein), (g) any reference herein to any Person shall be construed to include such Person’s successors and references assigns (subject to all attachments thereto and instruments incorporated therein; any restrictions set forth herein or in any other applicable agreement), (kh) unless otherwise specified herein, any statute reference to any law or regulation referred herein shall refer to herein means such statute law or regulation as amended, modified, modified or supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (ni) references each reference to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedwithout further specification shall mean New York City Time.

Rules of Construction. Interpretation The division of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, into articles, titles sections and other portions and the insertion of headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning construction or interpretation hereof. Unless otherwise indicated, all references to an “Article” or “Section” followed by a number or a letter refer to the specified Article or Section of this Agreement; (f) . The terms “this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words Agreement,” “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall expressions refer to this Agreement as a whole and not to any particular provision of this Agreement; Article, Section or other portion hereof. Unless otherwise specifically indicated or the context otherwise requires, (ia) all references to “dollars” or “$” mean United States dollars, (b) words importing the singular shall include the plural and vice versa and words importing any gender shall include all genders, (c) “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation,” and (d) all words used as accounting terms defined in this Agreement shall have the defined meanings when used in assigned to them under United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”). In the event that any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and any action is required to be taken hereunder by extending the period to the first succeeding Business Day if the last day any of the period parties hereto is not a Business Day; (m) , such action shall be required to be taken on the next succeeding day that is a Business Day. Reference to any party hereto is also a reference to such party’s permitted successors and assigns. The Exhibits attached to this Agreement are hereby incorporated by reference into this Agreement and form part hereof. Unless otherwise indicated, all references to an “Exhibit” followed by a number or a letter refer to the specified Exhibit to this Agreement. 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, it is the intention of the parties hereto that this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any Person include such Person’s predecessors by virtue of the authorship of any of the provisions of this Agreement. Further, prior drafts of this Agreement or successorsthe fact that any clauses have been added, whether by merger, consolidation, amalgamation, reorganization, deleted or otherwiseotherwise modified from any prior drafts of this Agreement shall not be used as an aid of construction or otherwise constitute evidence of the intent of the parties; and (n) references to no presumption or burden of proof shall arise favoring or disfavoring any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedparty hereto by virtue of such prior drafts.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articlesthe terms Article, SectionsSection, paragraphs, Exhibits, paragraph and Schedules are references to the Articles, Sections, paragraphs, Exhibits, paragraphs and Schedules to of this Agreement unless otherwise specified; (c) references to “$” shall mean United States U.S. dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoinglimitation,” unless otherwise specified; (e) the table of contentsword “or” shall not be exclusive; (f) references to “written” or “in writing” include in electronic form; (g) provisions shall apply, articleswhen appropriate, titles to successive events and transactions; (h) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (fi) CBS and Entercom have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed without regard to any as if drafted jointly by the Parties and no presumption or rule requiring construction burden of proof shall arise favoring or interpretation against burdening either Party by virtue of the Party drafting or causing authorship of any instrument to be drafted; (g) of the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” “herein” and “hereunder” and words of similar import when used provisions in this Agreement shall refer to this Agreement as a whole and not to or any particular provision interim drafts of this Agreement; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) a reference to any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means Person includes such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, Person’s successors and references to all attachments thereto and instruments incorporated thereinpermitted assigns; (k) any reference to “days” means calendar days unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules business days are expressly specified; and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all when calculating the period of time periods before which, within which or following which any payment act is to be made done or act step taken pursuant to be done this Agreement, the date that is the reference date in calculating such period shall be calculated by excluding the date on which the period commences excluded, and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the such period is not a Business Day; (m) references to any Person include such Person’s predecessors or successorsbusiness day, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedperiod shall end on the next succeeding business day.

Rules of Construction. Interpretation (a) The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement shall and therefore waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be governed by construed against the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; Party drafting such agreement or document. (b) references to Articles, Sections, paragraphs, Exhibits, The words “this Agreement,” “herein,” “hereby,” “hereunder” and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “includinghereof,” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contentsimport, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, 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 subdivision unless expressly so limited. The words “this Article,” “this Section” and “this clause,” and words of similar import, refer only to the Article, Section or clause hereof in which such words occur. The word “or” is exclusive, and the word “including” (in its various forms) means including without limitation. (c) Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. (d) References herein to any Person shall include such Person’s successors and assigns; provided, however, that nothing contained in this clause (d) is intended to authorize any assignment or transfer not otherwise permitted by this Agreement; . (ie) all terms defined References herein to any law shall be deemed to refer to such law as amended, reenacted, supplemented or superseded in this Agreement shall have the defined meanings when used whole or in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as part and in effect from time to time amended, modified, or supplemented, including by waiver or consent, and references also to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; thereunder (lf) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references References herein to any contract (including this Agreement) or organizational document are to the mean such contract or organizational document as amended, modifiedsupplemented or modified (including any waiver thereto) in accordance with the terms thereof, supplementedexcept that with respect to any contract listed on any schedule hereto, all such amendments, supplements or replaced from time modifications must also be listed on such schedule. (g) Each representation, warranty, covenant and agreement contained in this Agreement will have independent significance, and the fact that any conduct or state of facts may be within the scope of two or more provisions in this Agreement, whether relating to timethe same or different subject matters and regardless of the relative levels of specificity, unless shall not be considered in construing or interpreting this Agreement. (h) Unless otherwise statedexpressly provided herein to the contrary, accounting terms shall have the meaning given by U.S. generally accepted accounting principles.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, Exhibits and Schedules are references to the Articles, Sections, paragraphs, Exhibits, Exhibits and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, 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; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, modified or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, reorganization or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, supplemented or replaced from time to time, unless otherwise stated.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in In each Credit Document, unless the context clearly requires otherwise (or such other Credit Document clearly provides otherwise), references to (i) the plural include the singular, the singular shall be held to include the plural and vice versathe part include the whole; (ii) Persons include their respective permitted successors and assigns or, in the case of governmental Persons, Persons succeeding to the relevant functions of such Persons; (iii) statutes and words regulations include any amendments, supplements or modifications of one gender the same from time to time and any successor statutes and regulations; (iv) unless otherwise expressly provided, any reference to any action of any Secured Party by way of consent, approval or waiver shall be held deemed modified by the phrase “in its/their reasonable discretion”; (v) time shall be a reference to include time of day New York, New York; (vi) Obligations (other than L/C Liabilities) shall not be deemed “outstanding” if such Obligations have been Paid in Full; and (vii) except as expressly provided in any Credit Document any item required to be delivered or performed on a day that is not a Business Day shall not be required until the other gender as the context requires; next succeeding Business Day. (b) references to ArticlesIn each Credit Document, Sectionsunless the context clearly requires otherwise (or such other Credit Document clearly provides otherwise), paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (ci) references to “$amend” shall mean United States dollars“amend, restate, amend and restate, supplement or modify”; and “amended,” “amending” and “amendment” shall have meanings correlative to the foregoing; (dii) in the word computation of periods of time from a specified date to a later specified date, “includingfrom” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,from and including”; “to” unless otherwise specifiedand “until” shall mean “to but excluding”; and “through” shall mean “to and including”; (eiii) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” “herein” and “hereunder” (and words of similar import when used terms) in this Agreement shall any Credit Document refer to this Agreement such Credit Document as a whole and not to any particular provision of this Agreementsuch Credit Document; (iiv) all terms defined in this Agreement “including” (and similar terms) shall mean “including without limitation” (and similarly for similar terms); (v) “or” has the inclusive meaning represented by the phrase “and/or”; (vi) references to “the date hereof” shall mean the date first set forth above; (vii) “asset” and “property” shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, same meaning and references effect and refer to all attachments thereto tangible and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules intangible assets and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successorsproperty, whether by mergerreal, consolidation, amalgamation, reorganization, personal or otherwisemixed and of every type and description; and (nviii) references a “fiscal year” or a “fiscal quarter” is a reference to any contract (including this Agreement) a fiscal year or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedfiscal quarter of Borrower.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words All article, section, schedule and exhibit references used in the singular shall be held this Agreement are to include the plural articles, sections, schedules and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules exhibits to this Agreement unless otherwise specified; (c) references . The schedules and exhibits attached to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral constitute a part of this Agreement to and are incorporated herein for all purposes. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Terms defined in the same extent as if they were set forth verbatim herein; (h) unless singular have the corresponding meanings in the plural, and vice versa. Unless the context otherwise requiresof this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. The terms “includes,” “include” and “including” shall be deemed to be followed by the words “without limitation”. The words “hereof,” “hereto,” “hereby,” “herein,” and “hereunder” and words of similar import import, when used in this Agreement Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear. (c) It is the intention of the Parties that every covenant, term and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Party (not withstanding any rule of law requiring an agreement to be strictly construed against the drafting party), it being understood that the Parties to this Agreement are sophisticated and have had adequate opportunity and means to retain counsel to represent their interests and to otherwise negotiate the provisions of this Agreement. (d) The captions in this Agreement are for convenience only and shall not govern or be considered a part of or affect the construction or interpretation of any provision of this Agreement; . (ie) All references to currency herein shall be to, and all payments required hereunder shall be paid in, United States dollars. (f) All accounting terms used herein and not expressly defined in this Agreement herein shall have the defined meanings when used in given to them under GAAP. (g) Any event hereunder requiring the payment of cash or cash equivalents on a day that is not a Business Day shall be deferred until the next Business Day without interest. (h) Any reference to a statute, regulation or Law shall include any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein amendment thereof or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consentsuccessor thereto, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute)thereunder, and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding in each case as existing on the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise stated.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the The words “hereof,” “herein” and “hereunder” and words of similar like import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (i) all . The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and 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. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall have be deemed to include the defined meanings when plural, and any plural term the singular. The definitions contained in this Agreement are applicable to the masculine as well as to the feminine and neuter genders of such term. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any certificate statute shall be deemed to refer to such statute and to any rules or other document made or delivered pursuant hereto unless otherwise defined therein; (j) regulations promulgated thereunder. References to any agreement or instrument defined or referred Contract are to herein or any agreement or instrument that is referred to herein means such agreement or instrument Contract as from time to time amended, modified, modified or supplemented, supplemented (including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (andin accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References herein to “$” or dollars will refer to United States dollars, unless otherwise specified. References from or through any date mean, unless otherwise specified, from and including such date or through and including such date, respectively. References to any period of days will be deemed to be to the relevant number of calendar days, unless otherwise specified. The word “or” shall not be exclusive. The word “extent” in the case of any statute, includes any rules and regulations promulgated under such statute)phrase “to the extent” shall mean the degree to which a subject or other thing extends, and references to any section such phrase shall not mean simply “if”. When calculating the period of any statute or regulation include any successor to such section; (l) all time periods before which, within which or following which any payment act is to be made done or act step taken pursuant to be done this Agreement, the date that is the reference date in calculating such period shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if excluded. If the last day of the such period is not a Business Day; (m) references to , the period in question shall end on the next succeeding Business Day. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any Person include such Person’s predecessors or successors, whether party by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to virtue of the authorship of any contract (including of the provisions of this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise stated.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words All article, section, schedule and exhibit references used in the singular shall be held this Agreement are to include the plural articles, sections, schedules and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules exhibits to this Agreement unless otherwise specified; (c) references . The schedules and exhibits attached to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral constitute a part of this Agreement to and are incorporated herein for all purposes. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Terms defined in the same extent as if they were set forth verbatim herein; (h) unless singular have the corresponding meanings in the plural, and vice versa. Unless the context otherwise requiresof this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. The terms “includes,” “include” and “including” shall be deemed to be followed by the words “without limitation”. The words “hereof,” “hereto,” “hereby,” “herein,” and “hereunder” and words of similar import import, when used in this Agreement Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear. (c) It is the intention of the Parties that every covenant, term and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Party (not withstanding any rule of law requiring an agreement to be strictly construed against the drafting party), it being understood that the Parties to this Agreement are sophisticated and have had adequate opportunity and means to retain counsel to represent their interests and to otherwise negotiate the provisions of this Agreement. (d) The captions in this Agreement are for convenience only and shall not govern or be considered a part of or affect the construction or interpretation of any provision of this Agreement; . (ie) All references to currency herein shall be to, and all payments required hereunder shall be paid in, United States dollars. (f) All accounting terms used herein and not expressly defined in this Agreement herein shall have the defined meanings when used in given to them under GAAP. (g) Any event hereunder requiring the payment of cash or cash equivalents on a day that is not a Business Day shall be deferred until the next Business Day without interest. (h) Any reference to a Law shall include any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein amendment thereof or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consentsuccessor thereto, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute)thereunder, and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding in each case as existing on the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise stated.

Rules of Construction. Interpretation of this (a) This Agreement has been executed in, and shall be governed by and construed in accordance with the following rules laws of construction: (a) words in the singular shall be held State of California without regard to include the plural and vice versa, and words principles of one gender shall be held to include the other gender as the context requires; conflict of laws. (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings Captions contained in this Agreement are for convenience of reference purposes only and shall not affect be considered or referred to in resolving questions of interpretation with respect to this Agreement. (c) If any way provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, and if the meaning rights or interpretation obligations of any party hereto will not be materially or adversely affected thereby, (i) such provision will be fully severable, (ii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (iii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (iv) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible. (d) Each party has cooperated in the drafting and preparation of this Agreement; . Hence, in any construction to be made of this Agreement, the same shall not be construed against any party on the basis that the party was the drafter. (fe) It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) so as not to subject the Executive to payment of any additional tax, penalty or interest imposed under Section 409A. The provisions of this Agreement shall be construed without regard and interpreted to avoid the imputation of any presumption such additional tax, penalty or rule requiring construction or interpretation against interest under Section 409A yet preserve (to the Party drafting or causing any instrument to be drafted; (gnearest extent reasonably possible) the Schedules and Exhibits referred intended benefit payable to herein the Executive. The Executive shall be construed solely responsible for his or her own tax liability with and as an integral part of respect to payment made or benefits provided pursuant to this Agreement Agreement. Notwithstanding anything else contained herein to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requirescontrary, the words “hereof,” “herein” and “hereunder” and words of similar import when used nothing in this Agreement shall refer is intended to this Agreement as a whole constitute, nor does it constitute, tax advice, and in all cases, the Executive should obtain and rely solely on the tax advice provided by the Executive’s own independent tax advisors (and not to the Company, any particular provision of this Agreement; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein Company’s affiliates, or any agreement officer, employee or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day agent of the period is not a Business Day; (m) references to Company or any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedof its affiliates).

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the The words “hereof,” “herein” and “hereunder” and words of similar like import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (i) all . The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and 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. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall have be deemed to include the defined meanings when plural, and any plural term the singular. The definitions contained in this Agreement are applicable to the masculine as well as to the feminine and neuter genders of such term. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any certificate statute shall be deemed to refer to such statute and to any rules or other document made or delivered pursuant hereto unless otherwise defined therein; (j) regulations promulgated thereunder. References to any agreement or instrument defined or referred Contract are to herein or any agreement or instrument that is referred to herein means such agreement or instrument Contract as from time to time amended, modified, modified or supplemented, supplemented (including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (andin accordance with the terms hereof and thereof. References to “the transactions contemplated by this Agreement” or words with a similar import shall be deemed to include the Merger, in the case of any statute, includes any rules Station Disposition and regulations promulgated under such statute), and references the Sharing Station Acquisitions. References to any section Person include the successors and permitted assigns of that Person. References herein to “$” or dollars will refer to United States dollars, unless otherwise specified. References from or through any statute date mean, unless otherwise specified, from and including such date or regulation through and including such date, respectively. References to any period of days will be deemed to be to the relevant number of calendar days unless otherwise specified. The phrase “made available” with respect to documents shall be deemed to include any successor documents filed with or furnished to such section; (l) all the SEC. When calculating the period of time periods before which, within which or following which any payment act is to be made done or act step taken pursuant to be done this Agreement, the date that is the reference date in calculating such period shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if excluded. If the last day of the such period is not a Business Day; (m) references to , the period in question shall end on the next succeeding Business Day. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Person include such Person’s predecessors or successors, whether Party by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to virtue of the authorship of any contract (including of the provisions of this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise stated.

Rules of Construction. Interpretation of When a reference is made in this Agreement to an Article, Exhibit or Section, such reference shall be governed by the following rules to an Article, Exhibit or Section of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the indicated. The table of contentscontents to this Agreement, articlesand the Article, titles Exhibit and Section headings contained in this Agreement Agreement, are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) . Whenever the words “include,” “includes” or “including” are used in this Agreement Agreement, they shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument deemed to be drafted; (g) followed by the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “without limitation.” 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; (i) all terms defined . The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms and any reference to the masculine, feminine or neuter gender shall have the defined meanings when used in be deemed to include any certificate gender or other document made all three as appropriate. Unless otherwise specified, any agreement, instrument or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement agreement, instrument or instrument statute as from time to time amended, modified, modified or supplemented. Unless the context otherwise requires, including by waiver “or,” “neither,” “nor,” “any,” “either,” and “or” shall not be exclusive or consentdisjunctive. The parties hereto have participated jointly in the negotiation and drafting of this Agreement, and references to all attachments thereto in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and instruments incorporated therein; (k) unless otherwise specified no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. As used herein, “to the extent” means “to the degree of” and not “if”. Reference to any statute agreement, document or regulation referred to herein instrument means such statute agreement, document or regulation instrument as amended, modified, supplemented amended or replaced otherwise modified from time to time (andin accordance with the terms thereof, in and if applicable hereof. Without limiting the case generality of the immediately preceding sentence, no amendment or other modification to any agreement, document or instrument that requires the consent of any statutePerson pursuant to the terms of this Agreement or any other agreement will be given effect hereunder unless such Person has consented in writing to such amendment or modification. Wherever a conflict exists between this Agreement and any other agreement, includes this Agreement shall control but solely to the extent of such conflict. References to any Law shall be deemed to refer to such Law, together with the rules and regulations promulgated under such statute)thereunder, in each case as may be amended from time to time and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references thereto. References to any Person include such shall be deemed to refer to that Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; successors and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedpermitted assigns.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (ai) the words such as “herein,” “hereinafter,” “hereof,” “hereby,” “hereto,” “hereunder” and derivative or similar words refer to this entire Agreement, including any Schedules or Exhibits hereto, as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires; (ii) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (biii) references to Articlesthe terms Article, SectionsSection, paragraphs, Exhibits, Schedule and Schedules Exhibit are references to the Articles, Sections, paragraphs, Exhibits, Schedules and Schedules Exhibits to this Agreement Agreement, unless otherwise specified; (civ) references to “$US$” shall mean United States U.S. dollars; (dv) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoinglimitation,” unless otherwise specified; (evi) the table of contents, articles, titles and word “or” shall not be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viii) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (fix) the parties hereto have each participated in the negotiation and drafting of this Agreement and if any ambiguity or question of interpretation should arise, this Agreement shall be construed without regard to any as if drafted jointly by the parties hereto and no presumption or rule requiring construction burden of proof shall arise favoring or interpretation against burdening any party by virtue of the Party drafting or causing authorship of any instrument to be drafted; (g) of the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” “herein” and “hereunder” and words of similar import when used provisions in this Agreement shall refer to this Agreement as or any interim drafts thereof; (x) a whole and not reference to any particular provision of this AgreementPerson includes such Person’s successors and permitted assigns; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (jxi) any agreement or instrument defined or referred reference to herein or any agreement or instrument that is referred to herein “days” means such agreement or instrument as from calendar days unless Business Days are expressly specified; and (xii) when calculating the period of time to time amendedbefore which, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within which or following which any payment act is to be made done or act any step is taken pursuant to be done this Agreement, the date that is the reference date in calculating such period shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day excluded and, if the last day of the such period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedperiod shall end on the next succeeding Business Day.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articlesthe terms Article, SectionsSection, paragraphs, Exhibits, paragraph and Schedules Schedule are references to the Articles, Sections, paragraphs, Exhibits, paragraphs and Schedules to of this Agreement unless otherwise specified; (c) references to “$” shall mean United States U.S. dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoinglimitation,” unless otherwise specified; (e) the table of contentsword “or” shall not be exclusive; (f) references to “written” or “in writing” include in electronic form; (g) provisions shall apply, articleswhen appropriate, titles to successive events and transactions; (h) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (fi) HBIO and HXXX have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed without regard to any as if drafted jointly by the Parties and no presumption or rule requiring construction burden of proof shall arise favoring or interpretation against burdening either Party by virtue of the Party drafting or causing authorship of any instrument to be drafted; (g) of the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” “herein” and “hereunder” and words of similar import when used provisions in this Agreement shall refer to this Agreement as a whole and not to or any particular provision interim drafts of this Agreement; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) a reference to any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means Person includes such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, Person’s successors and references to all attachments thereto and instruments incorporated thereinpermitted assigns; (k) any reference to “days” means calendar days unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules business days are expressly specified; and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all when calculating the period of time periods before which, within which or following which any payment act is to be made done or act step taken pursuant to be done this Agreement, the date that is the reference date in calculating such period shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day excluded, if the last day of the such period is not a Business Day; (m) references to any Person include such Person’s predecessors or successorsbusiness day, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedperiod shall end on the next succeeding business day.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words All accounting terms not specifically defined herein shall be construed in accordance with GAAP and all calculations made hereunder shall be made in accordance with GAAP. When used herein, the terms “financial statements” shall include the notes and schedules thereto, if applicable. (b) Defined terms may be used in the singular shall be held to include or the plural and vice versaplural, and words of one gender shall be held to include the other gender as the context requires; . (bc) references All reference to Articlesany time means New York, New York time (unless expressly specified otherwise). (d) References herein to Sections, paragraphs, Exhibits, Schedules and Schedules like references are references to the Articles, Sections, paragraphs, Exhibits, Schedules and Schedules the like in and to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; expressly provided. (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard References herein to any presumption document, instrument, or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, 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; agreement (i) shall include all terms defined exhibits, schedules, and other attachments thereto, (ii) shall include all documents, instruments, or agreements issued or executed in this Agreement replacement thereof, to the extent permitted hereby or thereby, and (iii) shall have the defined meanings when used in any certificate mean such document, instrument, or other document made agreement, or delivered pursuant hereto unless replacement thereof, as amended, supplemented, restated, or otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as modified from time to time amendedto the extent permitted hereby or thereby and in effect at any given time. (f) The words “include,” “includes” and “including” are deemed to be followed by the phrase “without limitation.” (g) Unless the context in which it is used otherwise clearly requires, modified, or supplemented, including the word “or” has the inclusive meaning represented by waiver or consent, the phrase “and/or.” (h) All capitalized terms used herein with reference to the Collateral and references to all attachments thereto and instruments incorporated therein; defined in the Uniform Commercial Code (k“UCC”) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced adopted in the applicable jurisdiction from time to time (and, in shall have the case meaning given therein unless otherwise defined herein. To the extent the definition of any statutecategory or type of Collateral is expanded by any amendment, includes any rules and regulations promulgated under modification or revision to the UCC, such statute)expanded definition will apply automatically as of the effective date of such amendment, and references modification or revision. (i) With respect to any section of any statute Person, the terms “knowledge” or regulation include any successor to “actual knowledge” shall mean such section; knowledge as such Person has or should have after conducting commercially reasonable due inquiry. (lj) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references References to any Person include such that Person’s predecessors or heirs, personal representatives, successors, whether by mergertrustees, consolidationreceivers, amalgamationand permitted assigns. (k) Unless the context in which it is used otherwise clearly requires, reorganization, or otherwise; and (n) all references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amendeddays, modifiedweeks and months mean calendar days, supplemented, or replaced from time to time, unless otherwise statedweeks and months.

Rules of Construction. Interpretation of Except where stated otherwise in this Agreement shall be governed by Agreement, the following rules of construction: interpretation apply to this Agreement, (a) words in the singular shall be held to include the plural “either” and vice versa“or” are not exclusive and “include”, “includes” and words of one gender shall be held to include the other gender as the context requires; “including” are not limiting, (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” ”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; , (c) “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”, (d) descriptive headings, the table of defined terms and the table of contents are inserted for convenience only and do not affect in any way the meaning or interpretation of this Agreement, (e) definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms, (f) references to a Person are also to its permitted successors and assigns, (g) references to an “Article”, “Section”, “Exhibit”, “Annex” or “Schedule” refer to an Article or Section of, or an Exhibit, Annex or Schedule to, this Agreement, (h) references to “$” or otherwise to dollar amounts refer to the lawful currency of the United States, (i) all terms defined in this Agreement references to a federal, state, local or foreign statute or Law shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means mean such agreement or instrument Law as from time to time amended, modified, modified or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; rules, regulations and delegated legislation issued thereunder, (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (mj) references to any Person include communication by any Governmental Authority includes a communication by the staff of such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; Governmental Authority and (nk) references words denoting any gender will be deemed to include all genders and words denoting natural persons will be deemed to include business entities and vice versa. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any contract (including party hereto. No summary of this Agreement prepared by any party will affect the meaning or interpretation of this Agreement) . The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any Law, regulation, holding or organizational ruling of construction providing that ambiguities in an agreement or other document are will be construed against the party drafting such agreement or document. Whenever the final day for performance of an obligation under this Agreement, other than an obligation under Section 5.2, falls on a day other than a business day, the time period for performance thereof will automatically be extended to the contract next day that is a business day. The term “made available to Parent” as it relates to materials provided to Parent means copies of the subject materials which were made available to Parent or organizational document as amended, modified, supplemented, any of its Affiliates or replaced from time Representatives either (i) in the Data Room or (ii) in writing with respect to time, unless otherwise statedmaterials specifically referenced in the Company Disclosure Letter or which become available after the date of this Agreement.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words Each of the Parties acknowledges and agrees that this Agreement has been diligently reviewed by and negotiated by and between them, that in such negotiations each of them has been represented by competent counsel and that the final agreement contained herein, including the language whereby it has been expressed, represents the joint efforts of the Parties hereto and their counsel. Accordingly, in the singular shall be held to include the plural and vice versa, and words event an ambiguity or a question of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning intent or interpretation of this Agreement; (f) arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement. (b) The definitions of the terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without regard limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “any” shall mean “any and all” unless otherwise clearly indicated by context. “$” as used in this Agreement means the lawful currency of the United States. Where either Party’s consent is required hereunder, except as otherwise specified herein, such Party’s consent may be granted or withheld in such Party’s sole discretion. (c) Unless the context requires otherwise, (i) any definition of or reference to any presumption agreement, instrument or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to other document herein shall be construed with and as an integral part of this Agreement referring to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requiressuch agreement, 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; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate instrument or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein), (ii) any reference to any laws herein shall be construed as referring to such laws as from time to time enacted, repealed or amended, (andiii) any reference herein to any person shall be construed to include the person’s successors and assigns, in (iv) the case of any statutewords “herein”, includes any rules “hereof” and regulations promulgated under such statute)“hereunder”, and references words of similar import, shall be construed to refer to this Agreement in its entirety and not to any section of any statute or regulation include any successor to such section; particular provision hereof, and (lv) all time periods within references herein to Articles, Sections or following which any payment is to be made or act to be done Appendices, unless otherwise specifically provided, shall be calculated by excluding construed to refer to Articles, Sections and Appendices of this Agreement. (d) References to sections of the date on which the period commences Code of Federal Regulations and including the date on which the period ends and by extending the period to the first succeeding Business Day if United States Code shall mean the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successorscited sections, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced these may be amended from time to time, unless otherwise stated.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Preamble, Recital, Article, Section, paragraph, and Schedule are references to the appropriate Preamble, Recitals, Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States means U.S. dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean means “including without limiting the generality of the foregoinglimitation,” unless otherwise specified; (e) the table of contents, articles, titles word “or” shall not be exclusive; (f) the words “herein,” “hereof,” “hereunder” or “hereby” and similar terms are to be deemed to refer to this Agreement as a whole and not to any specific section unless expressly stated otherwise; (g) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (fh) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (gi) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requiresa word or phrase is defined, the words “hereof,” “herein” and “hereunder” and words other grammatical forms 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; (i) all terms defined in this Agreement such word or phrase shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined thereina corresponding meaning; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any listing rule, rule, standard, regulation or other Law include a reference to (1) the corresponding rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n2) references to any contract (including this Agreement) or organizational document are to the contract or organizational document each of them as amended, modified, supplemented, consolidated, replaced or replaced rewritten from time to time; and (k) references to any section of any statute, unless otherwise statedlisting rule, rule, standard, regulation or other Law include any successor to such section.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (ai) words in the singular shall be held to include the plural and vice versa, versa and words of one gender shall be held to include the other gender as the context requires; , (bii) references to Articlesthe terms Article, SectionsSection, paragraphsparagraph, Exhibitsclause, Exhibit and Schedules Schedule are references to the Articles, Sections, paragraphs, Exhibitsclauses, Exhibits and Schedules to of this Agreement unless otherwise specified; , (ciii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto, (iv) references to “$” shall mean United States U.S. dollars; , (dv) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoinglimitation,” unless otherwise specified; , (evi) the word “or” shall not be exclusive, (vii) references to “written” or “in writing” include in electronic form, (viii) unless the context requires otherwise, references to “party” shall mean Agilent or Keysight, as appropriate, and references to “parties” shall mean Agilent and Keysight, (ix) provisions shall apply, when appropriate, to successive events and transactions, (x) the table of contents, articles, titles contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; , (fxi) Agilent and Keysight have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed without regard to any as if drafted jointly by the parties hereto and no presumption or rule requiring construction burden of proof shall arise favoring or interpretation against burdening either party by virtue of the Party drafting or causing authorship of any instrument to be drafted; (g) of the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” “herein” and “hereunder” and words of similar import when used provisions in this Agreement shall refer to this Agreement as a whole and not to or any particular provision interim drafts of this Agreement; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (kxii) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references reference to any Person include includes such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; successors and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedpermitted assigns.

Rules of Construction. Interpretation of this Agreement and the other Transaction Agreements (except as specifically provided in any such other Transaction Agreements, in which case such specified rules of construction shall govern with respect to such other Transaction Agreements) shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Preamble, Recitals, Article, Section, paragraph, Schedule and Exhibit are references to the Preamble, Recitals, Articles, Sections, paragraphs, Exhibits, Schedules and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules Exhibits to this Agreement unless otherwise specified; (c) references to “$” mean, and all payments required to be made under this Agreement shall mean United States be required to be made in, U.S. dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean means “including without limiting the generality of the foregoinglimitation,” unless otherwise specified; (e) the table of contents, articles, titles word “or” shall not be exclusive; (f) the words “herein,” “hereof,” “hereunder” or “hereby” and headings contained in similar terms are to be deemed to refer to this Agreement as a whole and not to any specific Section; (g) the headings are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreementthe Transaction Agreements; (fh) this Agreement the Transaction Agreements shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party party drafting or causing any instrument to be drafted; (gi) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requiresa word or phrase is defined, the words “hereof,” “herein” and “hereunder” and words other grammatical forms of similar import when used in this Agreement shall refer to this Agreement as such word or phrase have a whole and not to any particular provision of this Agreement; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined thereincorresponding meaning; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto any statute, listing rule, rule, standard, regulation or other law include a reference to the corresponding rules and instruments incorporated thereinregulations; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute statute, listing rule, rule, standard, regulation or regulation other law include any successor or amendment to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, reorganization or otherwise; and (nm) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, supplemented or replaced from time to time, unless otherwise stated.

Rules of Construction. Interpretation The division of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, into articles, titles sections and other portions and the insertion of headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning construction or interpretation hereof. Unless otherwise indicated, all references to an “Article” or “Section” followed by a number or a letter refer to the specified Article or Section of this Agreement; (f) . The terms “this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words Agreement,” “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall expressions refer to this Agreement as a whole (including the WPZ Disclosure Letter and the ACMP Disclosure Letter) and not to any particular provision of this Agreement; Article, Section or other portion hereof. Unless otherwise specifically indicated or the context otherwise requires, (ia) all references to “dollars” or “$” mean United States dollars, (b) words importing the singular shall include the plural and vice versa and words importing any gender shall include all genders, (c) “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation,” and (d) all words used as accounting terms defined in this Agreement shall have the defined meanings when used in assigned to them under United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”). In the event that any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and any action is required to be taken hereunder by extending the period to the first succeeding Business Day if the last day any of the period parties hereto is not a Business Day; (m) , such action shall be required to be taken on the next succeeding day that is a Business Day. Reference to any party hereto is also a reference to such party’s permitted successors and assigns. The Exhibits attached to this Agreement are hereby incorporated by reference into this Agreement and form part hereof. Unless otherwise indicated, all references to an “Exhibit” followed by a number or a letter refer to the specified Exhibit to this Agreement. 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, it is the intention of the parties hereto that this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any Person include such Person’s predecessors by virtue of the authorship of any of the provisions of this Agreement. Further, prior drafts of this Agreement or successorsthe fact that any clauses have been added, whether by merger, consolidation, amalgamation, reorganization, deleted or otherwiseotherwise modified from any prior drafts of this Agreement shall not be used as an aid of construction or otherwise constitute evidence of the intent of the parties; and (n) references to no presumption or burden of proof shall arise favoring or disfavoring any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedparty hereto by virtue of such prior drafts.

Rules of Construction. Interpretation of this Agreement Unless otherwise defined or specified herein, all accounting terms shall be governed by the following rules of constructionconstrued herein, all accounting determinations hereunder shall be made, all financial statements required to be delivered hereunder shall be prepared and all financial records shall be maintained in accordance with GAAP. When used in this Agreement, unless a contrary intention appears: (ai) a term has the meaning assigned to it; (ii) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; (iii) “or” is not exclusive; (iv) “including” means including without limitation; (v) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to in the plural include the other gender as the context requiressingular; (bvi) any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to Articles, Sections, paragraphs, Exhibits, all attachments thereto and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specifiedinstruments incorporated therein; (cvii) references to “$” shall mean United States dollarsa Person are also to its successors and permitted assigns; (dviii) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, 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 Agreementhereof; (iix) all terms defined references contained herein to Section, Schedule and Exhibit, as applicable, are references to Sections, Schedules and Exhibits in this Agreement unless otherwise specified; (x) references to “writing” include printing, typing, lithography, electronic copies of documents, electronic mail and other means of reproducing words in a visible form; and (xi) the term “proceeds” and each other capitalized term herein utilized in defining the categories of Collateral that is defined in Article 1, 8 or 9 of the applicable UCC shall have the defined meanings when used meaning set forth in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedUCC.

Rules of Construction. Interpretation of References in this Agreement to “Articles”, “Sections”, “Annexes”, “Exhibits” or “Schedules” shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphsAnnexes, Exhibits, and Exhibits or Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules of or to this Agreement unless otherwise specified; specifically provided. Singular words shall connote the plural as well as the singular, and vice versa (c) references to except as otherwise indicated), as may be appropriate. “$Include”, “includes” shall mean United States dollars; (d) the word and “including” shall be deemed to be followed by “without limitation”. Except as otherwise specified herein, references to any Person include the successors and words assigns of similar import when used in this Agreement shall such Person. Unless otherwise specified, references “from” any date mean “including without limiting the generality of the foregoingfrom and including,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall references “to” any date mean “to but not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard including.” References to any presumption statute or rule requiring construction or interpretation against the Party drafting or causing act shall include all related current regulations and all amendments and any instrument to be drafted; (g) the Schedules successor statutes, acts and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the regulations. The words “herein”, “hereof,” “herein” and “hereunder” and other words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision section or subsection. Reference herein to any section or subsection refers to such section or subsection (as the case may be) of this Agreement; (i) all terms defined . Each covenant or agreement contained in this Agreement shall have be construed (absent express provision to the defined meanings when used in contrary) as being independent of each other covenant or agreement contained herein, so that compliance with any certificate one covenant or agreement shall not (absent such an express contrary provision) be deemed to excuse compliance with any other document made covenant or delivered pursuant hereto unless otherwise defined therein; (j) agreement. Where any agreement provision of this Agreement refers to action to be taken by any Person, or instrument defined which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or referred indirectly by such Person. References herein to herein or the “knowledge” of any agreement or instrument Person that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done not an individual shall be calculated deemed to refer to knowledge by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day a Responsible Officer of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise stated.

Rules of Construction. Interpretation of this Agreement shall be governed by Except as otherwise explicitly specified to the following rules of construction: contrary, (a) words in the singular shall be held each reference to include the plural and vice versaa Section, and words of one gender shall be held Exhibit or Schedule means a Section of, or Schedule or Exhibit to include the other gender as the context requires; this Agreement, unless another agreement is specified, (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean will be construed as “including without limiting the generality of the foregoinglimitation,” unless (c) references to a particular statute or regulation include all rules and regulations thereunder and any predecessor or successor statute, rules or regulation, in each case as amended or otherwise specified; modified from time to time, (d) words in the singular or plural form include the plural and singular form, respectively, (e) references to a particular Person include such Person’s successors and assigns to the table of contents, articles, titles and headings contained in extent not prohibited by this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to all pronouns and any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement variations thereof refer to the same extent masculine, feminine or neuter singular or plural as if they were set forth verbatim herein; (h) unless the context otherwise requires, identity of the words Person or Persons may require. The terms “hereof,” ”, “herein”, “hereunder”, “hereto” and “hereunderherewith” and words of similar import when used in this Agreement shall shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; (i) all terms defined . The word “or” shall not be exclusive. All references herein to “dollars” or “$” are to United States dollars. Any accounting term used in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto have, unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means specifically provided herein, the meaning customarily given such agreement or instrument as from time to time amendedterm in accordance with GAAP and all financial computations hereunder will be computed, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified specifically provided herein, any statute or regulation referred to in accordance with GAAP consistently applied. All references herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section period of days shall mean the relevant number of calendar days unless otherwise specified. Whenever any statute action must be taken hereunder on or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last a day of the period that is not a Business Day; (m) , then such action may be validly taken on or by the next day that is a Business Day. All references herein to any Person include such Person’s predecessors a “party” or successors, whether by merger, consolidation, amalgamation, reorganization, “parties” are to a party or otherwise; and (n) references parties to any contract (including this Agreement unless otherwise specified. The phrases “date of this Agreement) or organizational document are ,” “date hereof” and terms of similar impart, unless the context otherwise requires, shall be deemed to refer to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise stateddate set forth in the preamble of this Agreement.

Rules of Construction. Interpretation of this Agreement and the other Transaction Agreements (except as specifically provided in any such other Transaction Agreements, in which case such specified rules of construction shall govern with respect to such other Transaction Agreements) shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Preamble, Recitals, Article, Section, paragraph, Schedule and Exhibit are references to the Preamble, Recitals, Articles, Sections, paragraphs, Exhibits, Schedules and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules Exhibits to this Agreement unless otherwise specified; (c) references to “$” shall mean United States U.S. dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoinglimitation,” unless otherwise specified; (e) the table of contents, articles, titles word “or” shall not be exclusive; (f) the words “herein,” “hereof,” “hereunder” or “hereby” and headings contained in similar terms are to be deemed to refer to this Agreement as a whole and not to any specific Section; (g) the headings are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreementthe Transaction Agreements; (fh) this Agreement the Transaction Agreements shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party party drafting or causing any instrument to be drafted; (gi) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requiresa word or phrase is defined, the words “hereof,” “herein” and “hereunder” and words other grammatical forms of similar import when used in this Agreement shall refer to this Agreement as such word or phrase have a whole and not to any particular provision of this Agreement; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined thereincorresponding meaning; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any listing rule, rule, standard, regulation or other law include a reference to (A) the corresponding rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (nB) references to any contract (including this Agreement) or organizational document are to the contract or organizational document each of them as amended, modified, supplemented, consolidated, replaced or replaced rewritten from time to time; and (k) references to any section of any statute, unless otherwise statedlisting rule, rule, standard, regulation or other law include any successor to such section.

Rules of Construction. Interpretation (a) Unless the context of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versaclearly requires otherwise, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articlesplural include the singular, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word singular include the plural, the term “including” is not limiting, and words of similar import when used in this Agreement shall mean the term “including without limiting the generality of the foregoing,or” unless has, except where otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requiresindicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and “hereunder” and words of similar import when used terms in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (i) all terms defined . Article, section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement shall have the defined meanings when used in to any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amendedagreement, modifiedinstrument, or supplementeddocument shall include all alterations, including by waiver or consentamendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and references to all attachments supplements thereto and instruments incorporated therein; thereof, as applicable (k) unless otherwise specified hereinsubject to any restrictions on such alterations, any statute or regulation referred to herein means such statute or regulation as amendedamendments, modifiedchanges, supplemented or replaced from time to time (andextensions, in the case of any statutemodifications, includes any rules and regulations promulgated under such statute)renewals, replacements, substitutions, joinders, and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references supplements set forth herein). Any reference herein to any Person shall be construed to include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganizationsuccessors and assigns. Any reference herein to the repayment in full of an obligation shall mean the payment in full in cash of such obligation, or otherwise; and in such other manner as may be approved in writing by the requisite holders or representatives in respect of such obligation. (nb) references Without prejudice to the generality of any contract (including provision of this Agreement, in this Agreement where it relates to a Luxembourg entity, and unless the contrary intention appears, a reference to: (i) a winding-up, liquidation, reorganization or organizational document are to the contract dissolution includes, without limitation, bankruptcy (faillite), liquidation (liquidation), composition with creditors (concordat préventif de la faillite), moratorium or organizational document as amendedsuspension of payments (sursis de paiement) and controlled management (gestion contrôlée); (ii) a receiver, modifiedtrustee, supplementedconservator or similar officer in an Insolvency Proceeding includes, without limitation, a juge délégué, commissaire, juge-commissaire, mandataire ad hoc, administrateur provisoire, liquidateur or replaced from time to timecurateur; (iii) a lien or security interest includes without limitation any hypothèque, unless otherwise statednantissement, gage, privilège, sûreté réelle, droit de rétention, and any type of security in rem (sûreté réelle) and any transfer of title by way of security; and (iv) a director includes a gérant or an administrateur.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, Exhibits and Schedules are references to the Articles, Sections, paragraphs, Exhibits, Exhibits and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, 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; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, modified or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, reorganization or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, supplemented or replaced from time to time, unless otherwise stated; (o) the word “will” shall be construed to have the same meaning and effect as the word “shall”; (p) all capitalized terms used without definition in the Schedules and Exhibits referred to herein shall have the meanings ascribed to such terms in this Agreement; (q) the word “or” need not be disjunctive; and (r) where a word or phrase is defined herein, each of its grammatical forms shall have a corresponding meaning.

Rules of Construction. Interpretation of this Agreement shall be governed by Unless the following rules of construction: context otherwise requires: (a) words A term has the meaning assigned to it and an accounting term not otherwise defined has the meaning assigned to it in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; accordance with U.S. GAAP. (b) references to ArticlesThe terms “herein”, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “includinghereof” and other words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement Master Indenture as a whole and not to any particular provision Article, Section or other subdivision. (c) Unless otherwise indicated in context, all references to Articles, Sections, Schedules, Exhibits or Annexes refer to an Article or Section of, or a Schedule, Exhibit or Annex to, this Master Indenture. (d) Words of the masculine, feminine or neuter gender shall mean and include the correlative words of other genders, and words in the singular shall include the plural, and vice versa. (e) The terms “include”, “including” and similar terms shall be construed as if followed by the phrase “without limitation”. (f) References in this Master Indenture to an agreement or other document (including this Master Indenture) mean the agreement or other document and all schedules, exhibits, annexes and other materials that are part of such agreement and include references to such agreement or document as amended, supplemented, restated or otherwise modified in accordance with its terms and the provisions of this Agreement; Master Indenture, and the provisions of this Master Indenture apply to successive events and transactions. (g) References in this Master Indenture to any statute or other legislative provision shall include any statutory or legislative modification or re-enactment thereof, or any substitution therefor. (h) References in this Master Indenture to the Securities of any Series or any Class, as the case may be, include the terms and conditions applicable to the Securities of such Series or such Class, as the case may be, and any reference to any amount of money due or payable by reference to the Securities of any Series or any Class, as the case may be, shall include any sum covenanted to be paid by the Issuer under this Master Indenture and the related Series Supplement in respect of the Securities of such Series or such Class, as applicable. (i) all terms defined References in this Agreement Master Indenture to any action, remedy or method of judicial proceeding for the enforcement of the rights of creditors or of security shall have be deemed to include, in respect of any jurisdiction other than the defined meanings when used State of New York, references to such action, remedy or method of judicial proceeding for the enforcement of the rights of creditors or of security available or appropriate in any certificate such jurisdiction as shall most nearly approximate such action, remedy or other document made method of judicial proceeding described or delivered pursuant hereto unless otherwise defined therein; referred to in this Master Indenture. (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which Where any payment is to be made made, funds applied or act any calculation is to be done shall be calculated by excluding the date made hereunder on a day which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless this Master Indenture or any other Operative Agreement otherwise statedprovides, such payment shall be made, funds applied and calculation made on the next succeeding Business Day, and payments shall be adjusted accordingly. (k) For purposes of determining the balance of amounts credited to and/or deposited in an Indenture Account, the “value” of Permitted Investments deposited in and/or credited to an Indenture Account shall be the lower of the acquisition cost thereof and the then fair market value thereof and the “value” of Dollars and cash equivalents of Dollars (other than cash equivalents of Dollars included in the definition of Permitted Investments) shall be the face value thereof.

Rules of Construction. Interpretation of this Agreement shall be governed by Unless the following rules of construction: context otherwise requires: (a) words a capitalized term has the meaning assigned to it; (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with United States generally accepted accounting principles; (c) references in the singular or to “him,” “her,” “it,” “itself,” or other like references, and references in the plural or the feminine or masculine reference, as the case may be, shall also, when the context so requires, be held deemed to include the plural and vice versaor singular, and words of one gender shall be held to include or the other gender masculine or feminine reference, as the context requires; case may be; (bd) references to Articles, Sections, paragraphs, Exhibits, Exhibits and Schedules are references shall refer to the Articlesarticles, Sectionssections, paragraphsexhibits and schedules of this Agreement, Exhibits, and Schedules unless otherwise specified; (e) a reference herein to any party to this Agreement unless otherwise specified; or any other agreement or document shall be deemed to refer to any Person that becomes (cor became, if applicable) references a successor or permitted assign of such party, upon the occurrence thereof; (f) a reference herein to “$” any agreement (including this Agreement) or other document shall mean United States dollars; be to such agreement or other document (dtogether with the schedules, exhibits and other attachments thereto) as it may have been or may hereafter be amended, modified, supplemented, waived or restated from time to time in accordance with its terms, the terms hereof (if applicable thereto) and the terms of the Asset Purchase Agreement (if applicable thereto); (g) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes convenience and identification only and shall are not affect in any way intended to describe, interpret, define or limit the meaning scope, extent or interpretation intent of this Agreement; Agreement or any provision thereof; (fh) this Agreement shall be construed without regard to any presumption or other rule requiring construction or interpretation against the Party drafting or causing any instrument party that drafted and caused this Agreement to be drafted; ; (gi) the Schedules and Exhibits referred to herein all monetary figures shall be construed with and as an integral part of this Agreement in United States dollars unless otherwise specified; and (j) references to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,including” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and mean “including, without limitation,” whether or not to any particular provision of this Agreement; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedso specified.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be held deemed to include be followed by the plural and vice versa, and words of one gender phrase “without limitation.” The word “will” shall be held construed to include have the other gender same meaning and effect as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “includingshall.” Unless the context requires otherwise, (i) 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, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing 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, and (vi) 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. (b) In this Agreement and each other Loan Document, unless the context clearly requires otherwise (or such other Loan Document clearly provides otherwise), (i) “amend” shall mean “including without limiting the generality of amend, restate, amend and restate, supplement or modify;” and “amended,” “amending” and “amendment” shall have meanings correlative to the foregoing; (ii) in the computation of periods of time from a specified date to a later specified date, “from” shall mean “from and including,” unless otherwise specified; “to” and “until” shall mean “to but excluding,” and “through” shall mean “to and including;” (eiii) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” “herein” and “hereunder” (and words of similar import when used terms) in this Agreement shall or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this AgreementAgreement or such other Loan Document; and (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (miv) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to “the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise stateddate hereof” shall mean the date first set forth above.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words All “Article,” “Section,” “Schedule” and “Exhibit” references used in the singular shall be held this Agreement are to include the plural articles, sections, schedules and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules exhibits to this Agreement unless otherwise specified; (c) . The Exhibits and Schedules attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes and references to this Agreement shall include a reference to all Schedules, as the same may be amended, modified or supplemented from time to time as permitted by this Agreement. (b) A term defined as one part of speech (such as a noun) shall have a corresponding meaning when used as another part of speech (such as a verb). Unless the context of this Agreement clearly requires otherwise words importing the masculine gender shall include the feminine and neutral genders and vice versa. A term defined in the singular number shall include the correlative plural and vice versa. The words “$includes” shall mean United States dollars; (d) the word or “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoinglimitation,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import when used terms in this Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear and unless otherwise specified, any reference to a Law shall include any amendment thereof or any successor thereto and any rules and regulations promulgated thereunder. All references to a particular entity shall include a reference to such entity’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement. References to any particular provision of this Agreement; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other agreement, document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred shall mean a reference to herein or any agreement or instrument that is referred to herein means such agreement agreement, document or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as the same may be amended, modified, supplemented or replaced from time to time time. The word “or” will have the inclusive meaning represented by the phrase “and/or.” “Shall” and “will” mean “must”, and shall and will have equal force and effect and express an obligation. “Writing,” “written” and comparable terms refer to printing, typing, and other means of reproducing in a visible form. References to documents or other materials “provided” or “made available” to Buyer shall mean that such documents or other materials were (and, i) present at least two (2) Business Days prior to the Effective Date in the case on-line data room maintained by Seller for purposes of any statutethe transactions contemplated by this Agreement and accessible by Buyer or (ii) delivered in physical form or by electronic means directly to one of the Persons on Exhibit J prior to the execution of this Agreement. The titles, includes any rules captions or headings of the Articles and regulations promulgated under such statute), Sections herein are inserted for convenience of reference only and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is are not intended to be made a part of or act to be done shall be calculated by excluding affect the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day meaning or interpretation of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise stated.

Rules of Construction. Interpretation (a) Whenever any provision of this Agreement calls for any calculation based on a number of shares of Common Stock issued and outstanding or held by a Stockholder, the number of shares of Common Stock deemed to be issued and outstanding or held by that Stockholder, unless specifically stated otherwise, as applicable, shall be governed the total number of shares of Common Stock then issued and outstanding or owned by the following rules of construction: (a) words in the singular shall be held to include the plural Stockholder and vice versa, and words of one gender shall be held to include the other gender as the context requires; its Permitted Transferees. (b) Any provision of this Agreement that refers to the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation.” References to numbered or letter articles, sections and subsections refer to articles, sections and subsections, respectively, of this Agreement unless expressly stated otherwise. All references to Articlesthis Agreement include, Sectionswhether or not expressly referenced, paragraphs, Exhibits, the Exhibits and Schedules are references attached hereto. References to the Articlesa Section, Sectionsparagraph, paragraphsExhibit or Schedule shall be to a Section or paragraph of, Exhibitsor Exhibit or Schedule to, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the indicated. 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; (i) all terms defined . The word “or” when used in this Agreement shall have is not exclusive. The definitions contained in this Agreement are applicable to the defined meanings when used in any certificate singular as well as the plural forms of such terms. Any agreement, instrument, law or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement agreement, instrument, or instrument statute as from time to time amended, modified, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent, consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein; (k) therein unless otherwise specified herein, indicated. References to a Person are also to its permitted successors and assigns. In the event that any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of claim is made by any statute, includes any rules and regulations promulgated under such statute), and references Person relating to any section conflict, omission or ambiguity in this Agreement, no presumption or burden of any statute proof or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done persuasion shall be calculated implied by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day virtue of the period is not fact that this Agreement was prepared by or at the request of a Business Day; (m) references to any particular Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedits counsel.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words All Article, Section, Appendix, Schedule and Exhibit references used in the singular shall be held this Agreement are to include the plural Articles and vice versaSections of, and words of one gender shall be held to include the other gender as the context requires; (b) references to ArticlesAppendixes, SectionsSchedules and Exhibits to, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references . The Appendix, Schedules and Exhibits attached to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation constitute a part of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the . The words “hereof,” “hereto,” “hereby,” “herein,” and “hereunder” and words of similar import import, when used in this Agreement Agreement, shall refer to this Agreement as a whole and not to any particular Section or Article in which such words appear. The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement; . (ib) all If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Unless the context of this Agreement clearly requires otherwise, terms and titles (including terms defined herein) in this Agreement the singular have the corresponding meanings in the plural (and vice versa) and words importing the masculine gender shall include the feminine and neutral genders and vice versa. The terms “include,” “includes” or “including” shall mean “including without limitation.” All references to currency or to “$” herein shall be to, and all payments required hereunder shall be paid in, Dollars. All accounting terms used herein and not expressly defined herein shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) given to them under GAAP. References to any agreement (including this Agreement), document or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement agreement, document or instrument as amended or modified (including any waiver or consent) and in effect from time to time amendedin accordance with the terms thereof. Time is of the essence in this Agreement. (c) Except as expressly provided otherwise in this Agreement, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute Law or regulation include any successor to agreement means such section; (l) all time periods within Law or following which any payment is to agreement as it may be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced amended from time to time. (d) The Parties acknowledge that each Party and its attorneys have reviewed this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, unless otherwise statedor any similar rule operating against the drafter of an agreement, shall not be applicable to the construction or interpretation of this Agreement.

Rules of Construction. Interpretation of this Agreement shall be governed by Except as otherwise explicitly specified to the following rules of construction: contrary, (a) words in the singular shall be held each reference to include the plural and vice versaa Section, and words of one gender shall be held Exhibit or Schedule means a Section of, or Schedule or Exhibit to include the other gender as the context requires; this Agreement, unless another agreement is specified, (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean will be construed as “including without limiting the generality of the foregoinglimitation,” unless (c) references to a particular statute or regulation include all rules and regulations thereunder and any predecessor or successor statute, rules or regulation, in each case as amended or otherwise specified; modified from time to time, (d) words in the singular or plural form include the plural and singular form, respectively, (e) references to a particular Person include such Person’s successors and assigns to the table of contents, articles, titles and headings contained in extent not prohibited by this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to all pronouns and any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement variations thereof refer to the same extent masculine, feminine or neuter singular or plural as if they were set forth verbatim herein; (h) unless the context otherwise requires, identity of the words Person or Persons may require. The terms “hereof,” ”, “herein”, “hereunder”, “hereto” and “hereunderherewith” and words of similar import when used in this Agreement shall shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; (i) all terms defined . The word “or” shall not be exclusive. All references herein to “$” are to United States dollars. Any accounting term used in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto have, unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means specifically provided herein, the meaning customarily given such agreement or instrument as from time to time amendedterm in accordance with GAAP and all financial computations hereunder will be computed, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified specifically provided herein, any statute or regulation referred to in accordance with GAAP consistently applied. All references herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section period of days shall mean the relevant number of calendar days unless otherwise specified. Whenever any statute action must be taken hereunder on or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last a day of the period that is not a Business Day; (m) references to any Person include , then such Person’s predecessors action may be validly taken on or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including the next day that is a Business Day. The phrases “date of this Agreement) or organizational document are ,” “date hereof” and terms of similar impart, unless the context otherwise requires, shall be deemed to refer to the contract date set forth in the preamble of this Agreement. Whenever this Agreement provides that documents have been “delivered” or organizational document as amended“made available” to Purchaser, modified, supplemented, such documents have been posted in a virtual data room for access by Purchaser or replaced from time otherwise delivered to time, unless otherwise statedPurchaser or its Representatives.

Rules of Construction. Interpretation The following rules shall apply to the interpretation of this Agreement: (a) The parties 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 shall be governed construed as if drafted jointly by the following parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. (b) Any reference to any federal, state, local, or foreign Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise, and shall be deemed to refer to any such Law as amended and in effect at any time. (c) For the purposes of construction: this Agreement, the Disclosure Statements, the Schedules and Exhibits to this Agreement, (ai) words in the singular shall be held to will include the plural and vice versa, versa and words of one gender shall be held to will include the other gender as the context requires; , (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (dii) the word terms “includinghereof,” “herein,” and “herewith” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” will, unless otherwise specified; (e) the table of contentsstated, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, 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; , (iiii) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto word “including” and words of similar import will mean “including, without limitation,” unless otherwise defined therein; specified, (jiv) any agreement or instrument defined or the word “or” will not be exclusive, (v) the phrase “made available” will mean that the information referred to herein or any agreement or instrument that is referred has been made available if requested by the party to herein means whom such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment information is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successorsavailable, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (nvi) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to timeaccounting term will have, unless otherwise statedspecifically provided herein, the meaning customarily given such term in accordance with GAAP, and all financial computations will be made, unless otherwise specifically provided herein, in accordance with GAAP consistently applied, and all references to GAAP, unless otherwise specifically provided herein, will be to United States GAAP. (d) A “breach” of a representation, warranty, covenant, obligation or other provision of this Agreement or any Transaction Document will be deemed to have occurred if there is or has been any inaccuracy in or breach of or any failure to perform or comply with, such representation, warranty, covenant, obligation or other provision. (e) The article, section and paragraph captions herein and the table of contents hereto are for convenience of reference only, do not constitute part of this Agreement and will not be deemed to limit or otherwise affect any of the provisions hereof. Unless otherwise specified, all references herein to numbered Articles and Sections are to Articles and Sections of this Agreement and all references herein to Exhibits are to Exhibits to this Agreement. (f) Unless otherwise specified, all references contained in this Agreement or in any Transaction Document to “dollars” or “$” will mean United States Dollars. (g) References to “ordinary course of business,” insofar as they relate to the Company, shall refer to the ordinary course of business for an early stage technology company seeking financing and commercial and strategic relationships.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference For all purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption , except as otherwise expressly provided or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requiresrequires (i) singular words shall connote the plural as well as the singular, and vice versa (except as indicated), as may be appropriate, (ii) the words “hereofherein,” “hereinhereof” and “hereunder” and other words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular article, schedule, section, paragraph, clause, exhibit or other subdivision, (iii) the headings, subheadings and table of contents set forth in this Agreement are solely for convenience of reference and shall not constitute a part of this Agreement nor shall they affect the meaning, construction or effect of any provision hereof, (iv) references in this Agreement to “include” or “including” shall mean include or including, as applicable, without limiting the generality of any description preceding such term, and for purposes hereof the rule of ejusdem generis shall not be applicable to limit a general statement, followed by or referable to an enumeration of specific matters, to matters similar to those specifically mentioned, (v) each of the parties to this Agreement and its counsel have reviewed and revised, or requested revisions to, this Agreement, and the rule of construction that any ambiguities are to be resolved against the drafting party shall be inapplicable in the construction and interpretation of this Agreement; , (ivi) all terms defined in this Agreement shall have the defined meanings when used in any certificate definition of or reference to any Facility Document, agreement, instrument or other document made herein shall be construed as referring to such agreement, instrument or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument other document as from time to time amended, modifiedsupplemented or otherwise modified (subject to any restrictions on such amendments, supplements or supplementedmodifications set forth herein), including by waiver (vii) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions set forth herein or consentin any other applicable agreement), and references (viii) any reference to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute law or regulation referred herein shall refer to herein means such statute law or regulation as amended, modified, modified or supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, (ix) unless otherwise statedprovided herein, each reference to any time means New York, New York time and (x) any reference to “execute”, “executed”, “sign”, “signed”, “signature” or any other like term hereunder shall include execution by electronic signature (including, without limitation, any .pdf file, .jpeg file, or any other electronic or image file, or any “electronic signature” as defined under the U.S. Electronic Signatures in Global and National Commerce Act (“E-SIGN”) or the New York Electronic Signatures and Records Act (“ESRA”), which includes any electronic signature provided using Orbit, Adobe Sign, DocuSign, or any other similar platform identified by the Borrower and reasonably available at no undue burden or expense to the Collateral Agent, the Collateral Administrator or the Document Custodian and acceptable to the Administrative Agent in its reasonable discretion together with any requested certificate of completion or other evidence of authentication), except to the extent the Collateral Agent, the Collateral Administrator or the Document Custodian requests otherwise. Any such electronic signatures shall be valid, effective and legally binding as if such electronic signatures were handwritten signatures and shall be deemed to have been duly and validly delivered for all purposes hereunder.

Rules of Construction. Interpretation The descriptive headings herein are inserted for convenience of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall are not intended to be a substantive part of or to affect in any way the meaning or interpretation of this Agreement; (f) . Whenever required by the context, any pronoun used in this Agreement shall be construed without regard or Annexes will include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns, pronouns, and verbs will include the plural and vice versa. Reference to any presumption agreement, document, or rule requiring construction instrument means such agreement, document, or interpretation against instrument as amended or otherwise modified from time to time in accordance with the Party drafting or causing any instrument to be drafted; (g) the Schedules terms thereof, and Exhibits referred to herein shall be construed with and as an integral part of if applicable hereof. References in this Agreement to the same extent as if they were set forth verbatim herein; any document, instrument or agreement (hincluding this Agreement) unless includes and incorporates all exhibits, disclosure letters, schedules and other attachments thereto. Unless the context otherwise requires, any references to an “Annex,” “Section” or “Article” will be to an Annex, Section or Article to or of this Agreement. The use of the words “hereofinclude” or “including” in this Agreement or the Schedules will be deemed to be followed by the words “without limitation.” The use of the word “covenant” will mean “covenant and agreement.” The use of the words “or,” “hereineither” and or “hereunderany” and words of similar import when used in this Agreement shall refer will not be exclusive. Days mean calendar days unless specified as Business Days. References to this Agreement as a whole and not to any particular provision of this Agreement; (i) statutes will include all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consentregulations promulgated thereunder, and references to statutes or regulations will be construed to include all attachments thereto statutory and instruments incorporated therein; (k) unless otherwise specified hereinregulatory provisions consolidating, any statute amending or regulation referred to herein means such replacing the statute or regulation as amendedof the date hereof. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, modifiedthis Agreement will be construed as if drafted jointly by the Parties, supplemented and no presumption or replaced from time to time (andburden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Except as otherwise expressly provided elsewhere in this Agreement or any other Transaction Document, any provision herein which contemplates the agreement, approval or consent of, or exercise of any right of, a Party, such Party may give or withhold such agreement, approval or consent, or exercise such right, in its sole and absolute discretion, the case Parties hereby expressly disclaiming any implied duty of any statute, includes any rules good faith and regulations promulgated under such statute), and references to any section of any statute fair dealing or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedsimilar concept.

Rules of Construction. Interpretation of this Agreement shall be governed by the The following rules of construction: construction shall apply to the Lease and each of the other Lease Documents: (a) references to "herein", "hereof" and "hereunder" shall be deemed to refer to this Lease or the other applicable Lease Document, and shall not be limited to the particular text or section or subsection in which such words in appear; (b) the use of any gender shall include all genders and the singular number shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender versa as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specifiedmay require; (c) references to “$” the Lessor's attorneys shall mean United States dollarsbe deemed to include, without limitation, special counsel and local counsel for the Lessor; (d) reference to attorneys' fees and expenses shall be deemed to include all costs for administrative, paralegal and other support staff; (e) references to Leased Property shall be deemed to include references to all of the word “Leased Property and references to any portion thereof; (f) references to the Lease Obligations shall be deemed to include references to all of the Lease Obligations and references to any portion thereof; (g) references to the Obligations shall be deemed to include references to all of the Obligations and references to any portion thereof; (h) the term "including” and ", when following any general statement, will not be construed to limit such statement to the specific items or matters as provided immediately following the term "including" (whether or not non-limiting language such as "without limitation" or "but not limited to" or words of similar import when used in this Agreement shall mean “including without limiting the generality are also used), but rather will be deemed to refer to all of the foregoing,” unless otherwise specified; (e) items or matters that could reasonably fall within the table broadest scope of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, 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 Agreementgeneral statement; (i) all terms defined any requirement that financial statements be Consolidated in this Agreement form shall have apply only to such financial statements as relate to a period during any portion of which the defined meanings when used in any certificate relevant Person has one or other document made or delivered pursuant hereto unless otherwise defined thereinmore Subsidiaries; (j) any agreement or instrument all accounting terms not specifically defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, in the Lease Documents shall be construed in accordance with GAAP and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references all exhibits annexed to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done the Lease Documents as referenced therein shall be calculated deemed incorporated in such Lease Document by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedannexation and/or reference.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the The words “hereof,” “herein,” “hereunder,” “hereto,” and “hereunder” and other words of similar import when used in this Agreement shall refer to this Agreement Deed of Trust in its entirety. The terms “agree” and “agreements” mean and include “covenant” and “covenants.” The words “include” and “including” shall be interpreted as a whole and not to any particular provision if followed by the words “without limitation.” The headings of this Agreement; (i) all terms defined in this Agreement Deed of Trust are for convenience of reference only and shall have the defined meanings when used not be considered a part hereof and are not in any certificate way intended to define, limit or other document enlarge the terms hereof. All references (a) made in the neuter, masculine or delivered pursuant hereto unless feminine gender shall be deemed to have been made in all such genders, (b) made in the singular or plural number shall be deemed to have been made, respectively, in the plural or singular number as well, (c) to the Loan Documents are to the same as extended, amended, restated, supplemented or otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as modified from time to time amendedunless expressly indicated otherwise, modified(d) to the Land, Improvements, Personalty, Real Property or supplementedProperty shall mean all or any portion of each of the foregoing, including by waiver or consentrespectively, and references (e) to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute Articles or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document Sections are to the contract respective Articles or organizational document Sections contained in this Deed of Trust unless expressly indicated otherwise. Any term used or defined in the Uniform Commercial Code of the State, as amended, modified, supplemented, or replaced in effect from time to time, unless otherwise statedwhich is not defined in this Deed of Trust shall have the meaning ascribed to that term in the Uniform Commercial Code of the State. If a term is defined in Article 9 of the Uniform Commercial Code of the State differently than in another Article of the Uniform Commercial Code of the State, the term shall have the meaning specified in Article 9.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Preamble, Recital, Article, Section, paragraph, Schedule and Exhibit are references to the Preamble, Recitals, Articles, Sections, paragraphs, Exhibits, Schedules and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules Exhibits to this Agreement unless otherwise specified; (c) references to “$” shall mean United States means U.S. dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean means “including without limiting the generality of the foregoinglimitation,” unless otherwise specified; (e) the table of contents, articles, titles word “or” shall not be exclusive; (f) the words “herein,” “hereof,” “hereunder” or “hereby” and similar terms are to be deemed to refer to this Agreement as a whole and not to any specific section unless expressly stated otherwise; (g) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (fh) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (gi) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requiresa word or phrase is defined, the words “hereof,” “herein” and “hereunder” and words other grammatical forms 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; (i) all terms defined in this Agreement such word or phrase shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined thereina corresponding meaning; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto any statute, listing rule, rule, standard, regulation or other Law include a reference to (1) the corresponding rules and instruments incorporated therein; regulations and (k2) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation each of them as amended, modified, supplemented supplemented, consolidated, replaced or replaced rewritten from time to time time; (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and k) references to any section of any statute statute, listing rule, rule, standard, regulation or regulation other Law include any successor to such section; and (l) all time periods within for the avoidance of doubt, the Effective Date, the Separation Date and the Closing Date may be the same day or following which any payment is to may be made two or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedthree distinct days.

Rules of Construction. Interpretation of this Agreement The following provisions shall be governed by the following rules of construction: applied wherever appropriate herein: (a) herein," "hereby," "hereunder," "hereof" and other equivalent words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole an entirety and not solely to any the particular provision portion of this Agreement; Agreement in which any such word is used; (ib) all definitions set forth herein shall be deemed applicable whether the words defined are used herein in the singular or the plural; (c) wherever used herein, any pronoun or pronouns shall be deemed to include both the singular and plural and to cover all genders; (d) all accounting terms not specifically defined herein shall be construed in accordance with GAAP; (e) neither this Agreement shall have the defined meanings when used in nor any certificate or other agreement, document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement executed and delivered in connection herewith shall be construed against either party as the principal draftsperson hereof or instrument that is referred thereof; (f) all references or citations in this Agreement to herein means such agreement statutes or instrument as from time to time amended, modified, regulations or supplemented, including by waiver statutory or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor regulatory provisions shall generally be considered citations to such section; (l) all time periods within statutes, regulations or following which any payment is to be made or act to be done provisions as in effect on the date hereof, except that when the context otherwise requires, such references shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period considered citations to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors statutes, regulations or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document provisions as amended, modified, supplemented, or replaced in effect from time to time, including any successor statutes, regulations or provisions directly or indirectly superseding such statutes, regulations or provisions; (g) any references herein to a particular Section, Article, Exhibit or Schedule means a Section or Article of, or an Exhibit or Schedule to, this Agreement unless otherwise statedanother agreement is specified; and (h) the Exhibits and Schedules attached hereto are incorporated herein by reference and shall be considered part of this Agreement.

Rules of Construction. Interpretation of Except where stated otherwise in this Agreement shall be governed by Agreement, the following rules of construction: interpretation apply to this Agreement, (a) words in the singular shall be held to include the plural “either” and vice versa“or” are not exclusive and “include”, “includes” and words of one gender shall be held to include the other gender as the context requires; “including” are not limiting, (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” ”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; , (c) “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”, (d) descriptive headings, the table of defined terms and the table of contents are inserted for convenience only and do not affect in any way the meaning or interpretation of this Agreement, (e) definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms, (f) references to a Person are also to its permitted successors and assigns, (g) references to an “Article”, “Section”, “Exhibit”, “Annex” or “Schedule” refer to an Article or Section of, or an Exhibit, Annex or Schedule to, this Agreement, (h) references to “$” or otherwise to dollar amounts refer to the lawful currency of the United States, (i) all terms defined references to a federal, state, local or foreign statute or Law include any rules, regulations and delegated legislation issued thereunder, and any reference to any Law in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means mean such agreement or instrument Law as from time to time amended, modified, modified or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (mj) references to any Person include communication by any Governmental Authority includes a communication by the staff of such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; Governmental Authority and (nk) references words denoting any gender will be deemed to include all genders and words denoting natural persons will be deemed to include business entities and vice versa. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any contract (including party hereto. No summary of this Agreement prepared by any party will affect the meaning or interpretation of this Agreement) . The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any Law, regulation, holding or organizational ruling of construction providing that ambiguities in an agreement or other document are will be construed against the party drafting such agreement or document. Whenever the final day for performance of an obligation under this Agreement, other than an obligation under Section 5.2, falls on a day other than a business day, the time period for performance thereof will automatically be extended to the contract next day that is a business day. The term “made available to Parent” as it relates to materials provided to Parent means copies of the subject materials which were made available to Parent or organizational document as amended, modified, supplemented, any of its Affiliates or replaced from time Representatives either (i) in the Data Room or (ii) in writing with respect to time, unless otherwise statedmaterials specifically referenced in the Company Disclosure Letter to the Merger Agreement or which become available after the date of this Agreement.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the The words “hereof,” “herein” and “hereunder” and words of similar like import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; . (ib) all The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes and Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified. (c) All Exhibits and 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. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. (d) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and words denoting either gender shall include both genders as the context requires. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (e) Whenever the defined meanings when words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. (f) The use of the word “or” shall not be exclusive. (g) A reference to any certificate legislation or other document made to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or delivered pursuant hereto related to such legislation. (h) Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. No prior draft of this Agreement nor any course of performance or course of dealing shall be used in the interpretation or construction of this Agreement. No parol evidence shall be introduced in the construction or interpretation of this Agreement unless otherwise defined therein; the ambiguity or uncertainty in issue is plainly discernable from a reading of this Agreement without consideration of any extrinsic evidence. (ji) The Parties agree that any reference in a particular Section of the Disclosure Schedule shall only be deemed to be an exception to or, as applicable, a disclosure for purposes of, (i) the representations and warranties of Seller that are contained in the corresponding Section of this Agreement and (ii) any agreement or instrument defined or referred to herein or any agreement or instrument other representations and warranties of Seller that is referred to herein means such agreement or instrument as from time to time amendedcontained in this Agreement, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day but only if the last day relevance of the period is not that reference as an exception to (or a Business Day; (mdisclosure for purposes of) references such representations and warranties would be readily apparent on its face to any Person include an individual who has read that reference and such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; representations and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedwarranties.

Rules of Construction. Interpretation of this Agreement the Transaction Documents (except as specifically provided in any such Transaction Document, in which case such specified rules of construction shall govern with respect to such Transaction Document) shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, Exhibits and Schedules are references to the Articles, Sections, paragraphs, Exhibits, Exhibits and Schedules to this Agreement the applicable Transaction Document unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement the Transaction Documents shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the word “or” shall not be exclusive; (f) the table of contents, articles, titles and headings contained in this Agreement the Transaction Documents are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreementthe Transaction Documents; (fg) this Agreement the Transaction Documents shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party party drafting or causing any instrument to be drafted; (gh) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (hi) unless the context otherwise requires, 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; (ij) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (jk) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, modified or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (kl) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (lm) all time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (mn) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, reorganization or otherwise; and (no) references to “assets” do not include individuals; (p) references to any contract Contract (including this Agreement) or organizational document Organizational Document are to the contract Contract or organizational document Organizational Document as amended, modified, supplemented, supplemented or replaced from time to time, unless otherwise stated.; (q) the failure to obtain any consent under any Contract with a Governmental Authority shall not be deemed to be the failure to obtain a Governmental Approval and shall not constitute a breach by any Party of its obligations under this Agreement or a failure of the closing conditions set forth in Section 6.2, Section 6.8, Section 7.2 or Section 7.8, respectively; (r) Remainco shall not be required to cause or attempt to cause Delta to take or refrain from taking any action; and (s) where reference is made in Sections 4.5(e), 4.5(j), 5.3(c)(i) and 5.3(c)(ii) to fiduciary duties of the Remainco Board, Remainco shall be treated as if it were a Delaware corporation subject to fiduciary duties applicable to Delaware corporations, including pursuant to the DGCL. Notwithstanding anything to the contrary contained in this Agreement, including Section 9.12(s), if application of fiduciary duties under Delaware Law would result in a breach of fiduciary duties (or similar principles) by the

Rules of Construction. Interpretation of In this Agreement shall be governed by the following rules of constructionAgreement: (a) the words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoingherein,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” “hereinhereto,” “hereunder,” “hereby” and “hereunder” and similar words of similar import when used in this Agreement shall refer to this Agreement as a whole (and not to the particular sentence, paragraph, Article or Section where they appear); (b) terms used in the plural include the singular, and vice versa, unless the context clearly requires otherwise; (c) unless otherwise required by the context in which they appear, the terms “assets” and “properties” are used interchangeably; (d) unless expressly stated herein to the contrary, reference to any particular provision document means such document as amended or modified and as in effect from time to time in accordance with the terms thereof; (e) unless expressly stated herein to the contrary, reference to any Law means such Law as amended, modified, codified, replaced or reenacted, in whole or in part, and as in effect as of the date hereof, including any rule or regulation promulgated thereunder; (f) the words “including,” “include” and variations thereof are deemed to be followed by the words “without limitation”; (g) “or” is used in the sense of “and/or”; “any” is used in the sense of “any or all”; and “with respect to” any item includes the concept “of” such item or “under” such item or any similar relationship regarding such item; (h) unless expressly stated herein to the contrary, reference to an Article, Section, Schedule, Disclosure Schedule or Exhibit is to an article, section, schedule, disclosure or exhibit, respectively, of this Agreement; (i) all terms defined in this Agreement shall have when calculating a period of time, the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument day that is referred to herein means the initial reference day in calculating such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (period will be excluded and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the such period is not a Business Day, such period will end on the next day that is a Business Day; (mj) references to any Person include such Person’s predecessors or successorsunless otherwise required by the context in which they appear, whether by mergerthe terms “shall” and “will” are used interchangeably; (k) the phrase “the date hereof” means the date of this Agreement, consolidation, amalgamation, reorganization, or otherwiseas stated in the first paragraph hereof; and (nl) references to any contract (including accounting term used in this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to timeAgreement will have, unless otherwise statedspecifically provided herein, the meaning customarily given such term in accordance with GAAP, and all financial computations hereunder will be computed, unless otherwise specifically provided herein, in accordance with GAAP. The Parties participated jointly in the negotiation and drafting of this Agreement and the other Transaction Documents, and each Party was represented by legal counsel in connection with this Agreement and the other Transaction Documents, and each Party and each Party’s counsel have reviewed and revised this Agreement and the other Transaction Documents; therefore, if an ambiguity or question of intent or interpretation arises, then this Agreement the other Transaction Documents will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring either Party by virtue of the authorship of any of the terms hereof or thereof.

Rules of Construction. Interpretation of Unless otherwise specified, (i) all references to sections, schedules and exhibits are to sections, schedules and exhibits in or to this Agreement, (ii) all meanings attributed to defined terms in this Agreement shall be governed by the following rules of construction: (a) words in equally applicable to both the singular shall be held to include and plural forms of the plural and vice versaterms so defined, and words of one gender shall be held to include the other gender as the context requires; (biii) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” means “including, but not limited to”, (iv) “mortgage” means a mortgage, deed of trust, deed to secure debt or similar instrument, as applicable, and words “mortgagee” means the secured party under a mortgage, deed of trust, deed to secure debt or similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; instrument, (ev) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” “herein,” and “hereby,” “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 provision, article, section or other subdivision of this Agreement; , (ivi) unless otherwise indicated, all references to “this Section” shall refer to the Section of this Agreement in which such reference appears in its entirety and not to any particular clause or subsection or such Section, (vii) the use of the phrases “an Event of Default exists”, “during the continuance of an Event of Default” or similar phrases in the Loan Documents shall not be deemed to grant Borrower any right to cure an Event of Default (except as expressly provided herein), and each Event of Default shall continue unless and until the same is waived by Lender in writing in accordance with the requirements of the Loan Documents, and (viii) terms used herein and defined by cross-reference to another agreement or document shall have the meaning set forth in such other agreement or document as of the Closing Date, notwithstanding any subsequent amendment or restatement of or modification to such other agreement or document. Except as otherwise indicated, all accounting terms not specifically defined in this Agreement shall have be construed in accordance with GAAP, as the defined meanings when used same may be modified in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise stated.

Rules of Construction. Interpretation The division of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, into articles, titles sections and other portions and the insertion of headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning construction or interpretation hereof. Unless otherwise indicated, all references to an “Article” or “Section” refer to the specified Article or Section of this Agreement; (f) . The terms “this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words Agreement,” “hereof,” “herein” and “hereunder” and similar expressions refer to this Agreement (including the MLP Disclosure Schedule and the Buyer Disclosure Schedule) and not to any particular Article, Section or other portion hereof. Unless otherwise specifically indicated or the context otherwise requires, (a) all references to “dollars” or “$” mean United States dollars, (b) words of similar import when importing the singular shall include the plural and vice versa and words importing any gender shall include all genders, (c) “include,” “includes” and “including” as used in this Agreement shall refer be deemed to this Agreement as a whole be followed by the words “without limitation” and not to any particular provision of this Agreement; (id) all words used as accounting terms defined in this Agreement shall have the defined meanings when used in given to them under United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”). In the event that any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and any action is required to be taken hereunder by extending the period to the first succeeding Business Day if the last day any of the period Parties is not a Business Day; (m) , such action shall be required to be taken on the next succeeding day that is a Business Day. Reference to any Party is also a reference to such Party’s permitted successors and assigns to the extent the context so requires. Unless otherwise indicated, all references to an “Exhibit” followed by a number or a letter refer to the specified Exhibit to this Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, it is the intention of the Parties that this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to virtue of the authorship of any contract (including of the provisions of this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise stated.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Preamble, Recitals, Article, Section, paragraph, Schedule and Exhibit are references to the Preamble, Recitals, Articles, Sections, paragraphs, Exhibits, Schedules and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules Exhibits to this Agreement unless otherwise specified; (c) references to “$” mean, and all payments required to be made under this Agreement shall mean United States be required to be made in, U.S. dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean means “including without limiting the generality of the foregoinglimitation,” unless otherwise specified; (e) the table of contents, articles, titles word “or” shall not be exclusive; (f) the words “herein,” “hereof,” “hereunder” or “hereby” and headings contained in similar terms are to be deemed to refer to this Agreement as a whole and not to any specific Section; (g) the headings are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreementthe Master Transaction Agreement or the other Ancillary Agreements; (fh) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party party drafting or causing any instrument to be drafted; (gi) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requiresa word or phrase is defined, the words “hereof,” “herein” and “hereunder” and words other grammatical forms of similar import when used in this Agreement shall refer to this Agreement as such word or phrase have a whole and not to any particular provision of this Agreement; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined thereincorresponding meaning; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto any statute, listing rule, rule, standard, regulation or other law include a reference to the corresponding rules and instruments incorporated thereinregulations; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute statute, listing rule, rule, standard, regulation or regulation other law include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, reorganization or otherwise; and (nm) references to any contract (including this - 36 1006844591v17 Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, supplemented or replaced from time to time, unless otherwise stated.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in The meanings of defined terms are equally applicable to the singular shall be held to include and plural forms of the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; defined terms. (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the The words “hereof,” “herein,” and “hereunder” and similar words of similar import when used in this Agreement shall refer to this Agreement Indenture as a whole and not to any particular provision provisions of this Agreement; Indenture and any subsection, Section, Article and Exhibit references are to this Indenture unless otherwise specified. (c) The term “documents” includes any and all documents, instruments, agreements, certificates, indentures, notices and other writings, however evidenced (including electronically). (d) The term “including” is not limiting and (except to the extent specifically provided otherwise) shall mean “including (without limitation).” (e) Unless otherwise specified, in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including,” the words “to” and “until” each shall mean “to but excluding,” and the word “through” shall mean “to and including.” (f) The words “may” and “might” and similar terms used with respect to the taking of an action by any Person shall reflect that such action is optional and not required to be taken by such Person. (g) Unless otherwise expressly provided herein: (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto agreements (including this Indenture) and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done other documents shall be calculated by excluding the date on which the period commences deemed to include all subsequent amendments and including the date on which the period ends and by extending the period other modifications thereto, but only to the first succeeding Business Day if extent that such amendments and other modifications are not prohibited by this Indenture or the last day of the period is not a Business Day; Notes and (mii) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document Applicable Law are to be construed as including all statutory and regulatory provisions or rules consolidating, amending, replacing, supplementing, interpreting or implementing such Applicable Law. (h) All monetary amounts expressed in U.S. dollars includes the contract Dollar Equivalent thereof. (i) For purposes of determining whether any Indebtedness can be incurred or organizational document any transaction with Affiliates or any Investment can be made or undertaken, the Dollar Equivalent of such Indebtedness, transaction or Investment shall be determined on the date incurred, made or undertaken and no subsequent change in the computation of the Dollar Equivalent thereof shall cause such transaction which may otherwise be incurred, made or undertaken to have been incurred, made or undertaken in violation of this Indenture. (j) The term “will” shall be construed to have the same meaning and effect as amended, modified, supplemented, or replaced from time to time, unless otherwise statedthe word “shall.” (k) The term “or” is not exclusive.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, Exhibits and Schedules are references to the Articles, Sections, paragraphs, Exhibits, Exhibits and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the word “or” shall not be exclusive, (f) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (fg) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (gh) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (hi) unless the context otherwise requires, 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; (ij) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (jk) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, modified or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (kl) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (lm) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last calendar day of the period is not a Business Day; (mn) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, reorganization or otherwise; and (no) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, supplemented or replaced from time to time, unless otherwise stated.

Rules of Construction. Interpretation of this Agreement shall be governed by Unless the following rules of constructioncontext requires otherwise: (a) words any pronoun used in the singular this Agreement shall be held to include the plural and vice versacorresponding masculine, and words of one gender shall be held to include the other gender as the context requiresfeminine or neuter forms; (b) references to Articles, Sections, paragraphs, Exhibits, paragraphs and Schedules are references clauses refer to the Articles, Sections, paragraphsSchedules, Exhibits, Exhibits paragraphs and Schedules to clauses of this Agreement unless otherwise specifiedAgreement; (c) references the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “$” shall mean United States dollarswithout limitation”; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words terms “hereof,” ”, “herein” and or “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; (ie) all terms defined in this Agreement the term “or” is not exclusive and shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined thereininclusive meaning of “and/or”; (jf) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any agreement law or instrument defined statute shall be deemed to refer to such law or referred to herein statute as amended or any agreement or instrument that is referred to herein means such agreement or instrument as supplemented from time to time amended, modified, or supplemented, including by waiver or consent, and references to shall include all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations and forms promulgated under such statute)thereunder, and references to any section of law, rule, form or statute shall be construed as including any statute legal and statutory provisions, rules or regulation include any successor to such sectionforms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (mh) references to any Person include such Person’s predecessors or Person and their respective heirs, executors, administrators, successors, whether by mergerlegal representatives and permitted assigns; (i) references to “days” are to calendar days unless otherwise indicated; (j) when calculating the period of time before which, consolidationwithin which or following which any act is to be done or step taken pursuant to this Agreement, amalgamation, reorganization, the date that is the reference date in calculating such period shall be excluded; (k) references to “writing” or otherwise“written” shall include electronic mail; and (nl) all references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended$, modifiedcurrency, supplemented, or replaced from time to time, unless otherwise statedmonetary values and dollars set forth herein shall mean United States dollars.

Rules of Construction. Interpretation of this Agreement shall be governed by the The following rules of construction: construction shall be followed when interpreting this Agreement: (a) words in Words importing the singular shall be held to also include the plural and vice versa, and words of ; (b) References to natural persons or parties include firms or any other entity having legal capacity; (c) Words importing one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; gender; (d) the word The words “include,” “including,” and words of similar import when used in this Agreement shall variants thereof mean “including without limiting the generality of the foregoing,includes, but not limited to” unless otherwise specified; and corresponding variant expressions; (e) Except as otherwise set forth herein, all references contained herein to contracts, agreements, or other documents shall be deemed to mean such contracts, agreements or documents, as the table of contentssame may be modified, articlessupplemented, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; amended from time to time; (f) this Agreement Each reference to any applicable law shall be construed without regard as a reference to such applicable law as it may have been, or may from time to time be, amended, replaced, extended or re-enacted and shall include any presumption subordinate legislation, rule or rule requiring construction regulation promulgated under any such applicable law and all protocols, codes, proclamations and ordinances issued or interpretation against the Party drafting or causing otherwise applicable under any instrument to be drafted; such law; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words The terms “hereof,” “herein,” and “hereto,” “hereunder” and words of similar import when used in this Agreement shall or like import, refer to this entire Agreement as a whole and not to any one particular provision Article, Section, Schedule, or other subdivision of this Agreement; (h) Any reference to “business day” shall mean any day except Saturday, Sunday or any day which is a legal holiday or a day on which banking institutions are authorized or required by law or other government action to close in Washington, D.C. or Port Vila, Vanuatu; and any reference to “day” shall mean a calendar day; and (i) all terms defined in this Agreement Any reference to “month,” “quarter” or “year” shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means common meaning given such agreement or instrument as from time to time amendedterms based on a calendar year beginning on January 1 and ending on December 31 and divided into four approximately equal quarters beginning on each January 1, modifiedApril 1, or supplemented, including by waiver or consent, July 1 and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means October 1 of each such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedrespective calendar year.

Rules of Construction. Interpretation of this Agreement shall be governed by Unless the following rules of construction: context otherwise clearly requires: (a) words in Words denoting the singular only shall be held to include the plural and vice versa, and words of . (b) Words denoting one gender shall be held include all genders; (c) References to include the other gender as the context requires; (b) references sections and schedules or appendices are to Articles, Sections, paragraphs, Exhibits, sections of and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules schedules or appendices to this Agreement and a reference to a subsection is, unless otherwise specified; (c) references indicated, a reference to “$” shall mean United States dollars; a subsection of the section in which the reference appears; (d) the word “including” Headings to sections are for convenience only and words of similar import when used are to be ignored in construing this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; Agreement; (e) the table References to a “person” are to be construed so as to include any individual, firm, company, government, state or agency of contentsa state, articleslocal or municipal authority, titles or any joint venture, trust, corporation, limited liability company, association or partnership (whether or not having separate legal personality) and headings contained in this Agreement are for reference purposes only vice versa, and shall not affect in any way the meaning or interpretation of this Agreement; include references to its successors, permitted transferees and assigns; (f) this Agreement shall References to a “company” or a “corporation” are to be construed without regard so as to include any presumption company, corporation or rule requiring construction other body corporate, wherever and however incorporated or interpretation against the Party drafting established or causing any instrument to be drafted; limited liability company or business or statutory business trust; (g) the Schedules and Exhibits referred References to herein shall any statute, code or statutory provision are to be construed with and as an integral part of this Agreement a reference to the same extent as if they were set forth verbatim herein; (h) it may have been, or may from time to time be, amended, modified or re-enacted, and include references to all bylaws, instruments, orders and regulations for the time being made thereunder or deriving validity therefrom unless the context otherwise requires; (h) Except to the extent that the context otherwise requires, any reference in this Agreement to any agreement, deed or instrument is a reference to such agreement, deed or instrument as amended, supplemented, restated or otherwise modified from time to time and includes a reference to any document which amends, supplements, restates, modifies or is entered into, made or given pursuant to or in accordance with any of the terms of such agreement, deed or instrument; (i) The words “hereof,include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; and (j) The words “herein”, “hereof” and “hereunder” ”, and words of similar import when used in this Agreement import, shall be construed to refer to this Agreement as a whole in its entirety and not to any particular provision of this Agreement; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedhereof.

Rules of Construction. Interpretation of this Agreement and the other Transaction Agreements (except as specifically provided in any such agreement, in which case such specified rules of construction shall govern with respect to such agreement) shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articlesthe terms Article, SectionsSection, paragraphsparagraph, Exhibits, Exhibit and Schedules Schedule are references to the Articles, Sections, paragraphs, Exhibits, Exhibits and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollarsU.S. dollars and “¥” shall mean Japanese yen; (d) the word “including” and words of similar import when used in this Agreement the Transaction Agreements shall mean “including without limiting the generality of the foregoinglimitation,” unless otherwise specified; (e) the table of contents, articles, titles word “or” shall not be exclusive; (f) the words “herein,” “hereof” or “hereunder,” and similar terms are to be deemed to refer to this Agreement as a whole and not to any specific section; (g) the headings contained in this Agreement the Transaction Agreements are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreementthe Transaction Agreements; (fh) this Agreement the Transaction Agreements shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (gi) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requiresa word or phrase is defined, the words “hereof,” “herein” and “hereunder” and words other grammatical forms of similar import when used in this Agreement shall refer to this Agreement as such word or phrase have a whole and not to any particular provision of this Agreement; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined thereincorresponding meaning; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any listing rule, rule, standard, regulation or other Law include a reference to (1) the corresponding rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n2) references to any contract (including this Agreement) or organizational document are to the contract or organizational document each of them as amended, modified, supplemented, consolidated, replaced or replaced rewritten from time to time; and (k) references to any section of any statute, unless otherwise statedlisting rule, rule, standard, regulation or other Law include any successor to such section.

Rules of Construction. Interpretation The following rules shall apply to the interpretation of this Agreement: (a) The parties 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 shall be governed construed as if drafted jointly by the following parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. (b) Any reference to any federal, state, local, or foreign Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise, and shall be deemed to refer to any such Law as amended and in effect at any time. (c) For the purposes of construction: this Agreement, the Disclosure Statements, the Schedules and Exhibits to this Agreement, (ai) words in the singular shall be held to will include the plural and vice versa, versa and words of one gender shall be held to will include the other gender as the context requires; , (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (dii) the word terms “includinghereof,” “herein,” and “herewith” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” will, unless otherwise specified; (e) the table of contentsstated, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, 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; , (iiii) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto word “including” and words of similar import will mean “including, without limitation,” unless otherwise defined therein; specified, (jiv) any agreement or instrument defined or the word “or” will not be exclusive, (v) the phrase “made available” will mean that the information referred to herein or any agreement or instrument that is referred has been made available if requested by the party to herein means whom such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment information is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successorsavailable, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (nvi) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to timeaccounting term will have, unless otherwise statedspecifically provided herein, the meaning customarily given such term in accordance with GAAP, and all financial computations will be made, unless otherwise specifically provided herein, in accordance with GAAP consistently applied, and all references to GAAP, unless otherwise specifically provided herein, will be to United States GAAP. (d) A “breach” of a representation, warranty, covenant, obligation or other provision of this Agreement or any Transaction Document will be deemed to have occurred if there is or has been any inaccuracy in or breach of or any failure to perform or comply with, such representation, warranty, covenant, obligation or other provision. (e) The article, section and paragraph captions herein and the table of contents hereto are for convenience of reference only, do not constitute part of this Agreement and will not be deemed to limit or otherwise affect any of the provisions hereof. Unless otherwise specified, all references herein to numbered Articles and Sections are to Articles and Sections of this Agreement and all references herein to Exhibits are to Exhibits to this Agreement. (f) Unless otherwise specified, all references contained in this Agreement or in any Transaction Document to “dollars” or “$” will mean United States Dollars.

Rules of Construction. Interpretation (a) The division of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, into articles, titles sections and other portions and the insertion of headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning construction or interpretation hereof. Unless otherwise indicated, all references to an “Article” or “Section” followed by a number or a letter refer to the specified Article or Section of this Agreement; (f) this Agreement shall be construed without regard . Unless otherwise indicated, all references to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement “Exhibit” followed by a letter refer to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words specified Exhibit to this Agreement. The terms “this Agreement,” “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall expressions refer to this Agreement as a whole (including the Disclosure Schedules and the Exhibits) and not to any particular provision Article, Section or other portion hereof. (b) Each Disclosure Schedule will be deemed part of this Agreement and included in any reference to this Agreement. Each Disclosure Schedule sets forth items of disclosure with specific reference to the particular Section or subsection of this Agreement to which the information in such Disclosure Schedule relates; provided, however, that any fact or item that is disclosed in any section of such Disclosure Schedule that is reasonably apparent on its face to qualify another representation or warranty of the applicable Party shall be deemed to be disclosed in such other sections of such Disclosure Schedule, as applicable, notwithstanding the omission of any appropriate cross-reference thereto. Notwithstanding anything in this Agreement to the contrary, the inclusion of an item in any Disclosure Schedule as an exception to a representation or warranty will not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would reasonably be expected to have a Material Adverse Effect. (c) Unless otherwise specifically indicated or the context otherwise requires, (i) all references to “dollars” or “$” mean United States dollars, (ii) words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders, (iii) “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation,” and (iv) all words used as accounting terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred assigned to herein or any agreement or instrument that is referred to herein means such agreement or instrument them under United States generally accepted accounting principles as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced amended from time to time (and, in the case of “GAAP”) applied on a consistent basis. If any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and any action is required to be taken hereunder by extending the period to the first succeeding Business Day if the last day any of the period Parties is not a Business Day; (m) references , such action shall be required to be taken on the next succeeding day that is a Business Day. Reference to any Person include party hereto is also a reference to such Personparty’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; permitted successors and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedassigns.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in In each Credit Document, unless the context clearly requires otherwise (or such other Credit Document clearly provides otherwise), references to (i) the plural include the singular, the singular shall be held to include the plural and vice versathe part include the whole; (ii) Persons include their respective permitted successors and assigns or, in the case of governmental Persons, Persons succeeding to the relevant functions of such Persons; (iii) statutes and words regulations include any amendments, supplements or modifications of one gender the same from time to time and any successor statutes and regulations; (iv) unless otherwise expressly provided, any reference to any action of any Secured Party by way of consent, approval or waiver shall be held deemed modified by the phrase “in its/their reasonable discretion”; (v) time shall be a reference to include time of day in New York, New York; (vi) Obligations (other than L/C Liabilities) shall not be deemed “outstanding” if such Obligations have been Paid in Full; and (vii) except as expressly provided in any Credit Document any item required to be delivered or performed on a day that is not a Business Day shall not be required until the other gender as the context requires; next succeeding Business Day. (b) references to ArticlesIn each Credit Document, Sectionsunless the context clearly requires otherwise (or such other Credit Document clearly provides otherwise), paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (ci) references to “$amend” shall mean United States dollars“amend, restate, amend and restate, supplement or modify”; and “amended,” “amending” and “amendment” shall have meanings correlative to the foregoing; (dii) in the word computation of periods of time from a specified date to a later specified date, “includingfrom” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,from and including”; “to” unless otherwise specifiedand “until” shall mean “to but excluding”; and “through” shall mean “to and including”; (eiii) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” “herein” and “hereunder” (and words of similar import when used terms) in this Agreement shall any Credit Document refer to this Agreement such Credit Document as a whole and not to any particular provision of this Agreementsuch Credit Document; (iiv) all terms defined in this Agreement “including” (and similar terms) shall mean “including without limitation” (and similarly for similar terms); (v) “or” has the inclusive meaning represented by the phrase “and/or”; (vi) references to “the date hereof” shall mean the date first set forth above; (vii) “asset” and “property” shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, same meaning and references effect and refer to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwiseProperty; and (nviii) references a “fiscal year” or a “fiscal quarter” is a reference to any contract (including this Agreement) a fiscal year or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedfiscal quarter of Borrower.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall be held to include the plural and vice versaplural, and words of one gender the plural shall be held to include the other gender as singular. Titles of Articles and Sections in this Agreement are for convenience only, and neither limit nor amplify the context requires; (b) provisions of this Agreement, and all references in this Agreement to Articles, Sections, paragraphsSubsections, ExhibitsExhibits or Schedules shall refer to the corresponding Article, and Section, or Subsection of, or Exhibit or Schedule attached to, this Agreement, unless specific reference is made to the articles, sections or other subdivisions of, or Exhibits or Schedules to, another document or instrument. All Exhibits or Schedules attached hereto are by reference made a part hereof. All references to the Articlesany instrument, Sectionsdocument or agreement shall, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, refer to such instrument, document or agreement as the words same may be, from time to time, amended, modified, supplemented, renewed, extended, replaced or restated. (b) Any reference to the Act, Code or other statutes, laws, or regulations (including the Regulations), forms or schedules shall include the amendments, modifications, or replacements thereof. Whenever used herein, “hereofor” shall include both the conjunctive and disjunctive, “any” shall mean “one or more,” “herein” and “hereunderincluding” shall mean “including without limitation.” Unless the context indicates otherwise, “member” or “members” and words of similar import when used “limited liability company” or “limited liability companies” shall be substituted in this Agreement shall refer and for references to this Agreement as a whole “partner” or “partners” and “partnership” or “partnerships,” respectively, in the Code, Regulations and any pronouncements by the Internal Revenue Service. (c) Terms not to any particular provision of this Agreement; (i) all terms otherwise defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, set forth in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedAct.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Preamble, Recitals, Article, Section, paragraph, Schedule and Exhibit are references to the Preamble, Recitals, Articles, Sections, paragraphs, Exhibits, Schedules and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules Exhibits to this Agreement unless otherwise specified; (c) references to “$” mean, and all payments required to be made under this Agreement shall mean United States be required to be made in, U.S. dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean means “including without limiting the generality of the foregoinglimitation,” unless otherwise specified; (e) the table of contents, articles, titles word “or” shall not be exclusive; (f) the words “herein,” “hereof,” “hereunder” or “hereby” and similar terms are to be deemed to refer to this - 36 - 46445052.5 1007063901v8 Agreement as a whole and not to any specific Section; (g) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreementthe Master Transaction Agreement or the other Ancillary Agreements; (fh) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party party drafting or causing any instrument to be drafted; (gi) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requiresa word or phrase is defined, the words “hereof,” “herein” and “hereunder” and words other grammatical forms of similar import when used in this Agreement shall refer to this Agreement as such word or phrase have a whole and not to any particular provision of this Agreement; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined thereincorresponding meaning; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto any statute, listing rule, rule, standard, regulation or other law include a reference to the corresponding rules and instruments incorporated thereinregulations; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute statute, listing rule, rule, standard, regulation or regulation other law include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, reorganization or otherwise; and (nm) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, supplemented or replaced from time to time, unless otherwise stated.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, Exhibits and Schedules are references to the Articles, Sections, paragraphs, Exhibits, Exhibits and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the word “or” shall not be exclusive; (f) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (fg) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party party drafting or causing any instrument to be drafted; (gh) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (hi) unless the context otherwise requires, 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; (ij) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (jk) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, modified or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (kl) unless otherwise specified herein, any statement that a document has been “delivered,” “provided” or “made available” to the Reinsurer means that such document has been uploaded to the Data Room not later than three (3) Business Days prior to the date of this Agreement; (m) any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (ln) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (mo) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, reorganization or otherwise; and (np) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, supplemented or replaced from time to time, unless otherwise stated; (q) the word “will” shall be construed to have the same meaning and effect as the word “shall”; (r) all capitalized terms used without definition in the Schedules and Exhibits referred to herein shall have the meanings ascribed to such terms in this Agreement; and (s) where a word or phrase is defined herein, each of its grammatical forms shall have a corresponding meaning.

Rules of Construction. (a) Interpretation of this Agreement shall be governed by the following rules of construction: (ai) references to “applicable” Law or Laws with respect to a particular Person, thing or matter means only such Law or Laws as to which the Governmental Authority that enacted or promulgated such Law or Laws has jurisdiction over such Person, thing or matter as determined under the Laws of the State of New York as required to be applied thereunder by a court sitting in the State of New York; references to any statute, rule, regulation or form (including in the definition thereof) shall be deemed to include references to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, include any rules, regulations or interpretations promulgated under such statute), and all references to any section of any statute, rule, regulation or form include any successor to such section; (ii) whenever the context requires, words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (biii) references to Articles, Sections, paragraphs, Exhibits, the terms “Article,” “Section,” “paragraph” and Schedules “Schedule” are references to the Articles, Sections, paragraphs, Exhibits, paragraphs and Schedules of this Agreement; (iv) (A) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this Agreement unless otherwise specifiedentire Agreement, including the Schedules hereto; (cB) references to “$” shall mean United States means U.S. dollars; (dC) the word “include,” “includes,” “including” and words of similar import when used in this Agreement shall mean means “including without limiting the generality of the foregoinglimitation,” unless otherwise specified; (eD) the table of contentsword “any” means “any and all” and (E) the term “or” shall not be exclusive and shall mean “and/or”; (v) provisions shall apply, articleswhen appropriate, titles to successive events and transactions; (vi) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (fvii) GE and Xxxxx Xxxxxx have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed without regard to any as if drafted jointly by the Parties and no presumption or rule requiring construction burden of proof shall arise favoring or interpretation against burdening either Party by virtue of the Party drafting or causing authorship of any instrument to be drafted; (g) of the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” “herein” and “hereunder” and words of similar import when used provisions in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iviii) all terms defined in this Agreement shall have the defined meanings when used in a reference to any certificate or other document made or delivered pursuant hereto unless otherwise defined thereinPerson includes such Person’s successors and permitted assigns; (jix) any agreement or instrument defined or referred reference to herein or any agreement or instrument that is referred to herein “days” means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated thereincalendar days unless Business Days are expressly specified; (kx) unless otherwise specified hereinwhen calculating the period of time before which, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within which or following which any payment act is to be made done or act step taken pursuant to be done this Agreement in Business Days, the date that is the reference date in calculating such period shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day excluded, if the last day of the such period is not a Business Day; , the period shall end on the next succeeding Business Day and (mxi) references to a “third party” means an “unaffiliated third party”. (b) Except as expressly provided herein, in the event of any Person include such Person’s predecessors or successorsconflict between the terms of the body of this Agreement and the Schedules, whether by mergerthe terms of the body of this Agreement shall apply; provided, consolidation, amalgamation, reorganization, or otherwise; and (n) references that with respect to any contract (including conflict between the terms of the body of this Agreement) Agreement and the Schedules with respect to Schedule K or organizational document are Service line item NS-TSA7016, the applicable Schedule for such Service shall govern. Without limiting the generality of the foregoing, in the event that, during the term of any Service, there is a question, dispute or ambiguity as to the contract scope of any Service or organizational document the cost basis methodology in respect thereof, in each case as amendedset forth on 35 the applicable Schedule, modifiedsuch matter shall be referred to the Steering Committee, supplementedand the Parties shall cause their respective representatives to the Steering Committee the to resolve such question, dispute or replaced from time ambiguity in a manner consistent with the body of this Agreement and, to timethe extent consistent therewith, unless otherwise statedthe intent of the Parties in the preparation of the applicable Schedule. (c) For the avoidance of doubt, nothing in this Agreement shall affect any of the parties’ rights under the A&R ISA to GE Provided Controls Tools Access during the Controls Tools Access Period (as such terms are defined in the A&R ISA).

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference For all purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption , except as otherwise expressly provided or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requiresrequires (a) singular words shall connote the plural as well as the singular, and vice versa (except as indicated), as may be appropriate, (b) the words “hereofherein,” “hereinhereof” and “hereunder” and other words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision article, schedule, section, paragraph, clause, exhibit or other subdivision, (c) the headings, subheadings and table of this Agreement; (i) all terms defined contents set forth in this Agreement are solely for convenience of reference and shall have not constitute a part of this Agreement nor shall they affect the defined meanings when used meaning, construction or effect of any provision hereof, (d) references in this Agreement to “include” or “including” shall mean include or including, as applicable, without limiting the generality of any certificate description preceding such term, and for purposes hereof the rule of ejusdem generis shall not be applicable to limit a general statement, followed by or referable to an enumeration of specific matters, to matters similar to those specifically mentioned, (e) any definition of or reference to any Facility Document, agreement, instrument or other document made herein shall be construed as referring to such agreement, instrument or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument other document as from time to time amended, modifiedsupplemented or otherwise modified (subject to any restrictions on such amendments, supplements or supplementedmodifications set forth herein), including by waiver (f) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions set forth herein or consentin any other applicable agreement), and references (g) any reference to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute law or regulation referred herein shall refer to herein means such statute law or regulation as amended, modified, modified or supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, (h) unless otherwise statedprovided herein, each reference to any time means New York, New York time and (i) any reference to “execute”, “executed”, “sign”, “signed”, “signature” or any other like term hereunder shall include execution by electronic signature (including, without limitation, any .pdf file, .jpeg file, or any other electronic or image file, or any “electronic signature” as defined under the U.S. Electronic Signatures in Global and National Commerce Act or the New York Electronic Signatures and Records Act, which includes any electronic signature provided using Orbit, Adobe Fill & Sign, Adobe Sign, DocuSign, or any other similar platform identified by the Borrower and reasonably available at no undue burden or expense to the Administrative Agent or the Custodian and acceptable to the Administrative Agent in its reasonable discretion together with any requested certificate of completion or other evidence of authentication), except to the extent the Administrative Agent or the Custodian requests otherwise. Any such electronic signatures shall be valid, effective and legally binding as if such electronic signatures were handwritten signatures and shall be deemed to have been duly and validly delivered for all purposes hereunder.

Rules of Construction. Interpretation of this Agreement shall be governed by Unless the following rules of construction: context otherwise requires: (a) words A term has the meaning assigned to it and an accounting term not otherwise defined has the meaning assigned to it in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; accordance with U.S. GAAP. (b) references to ArticlesThe terms “herein”, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “includinghereof” and other words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement Indenture as a whole and not to any particular provision Article, Section or other subdivision. (c) Unless otherwise indicated in context, all references to Articles, Sections, Appendices, Exhibits or Annexes refer to an Article or Section of, or an Appendix, Exhibit or Annex to, this Indenture. (d) Words of the masculine, feminine or neuter gender shall mean and include the correlative words of other genders, and words in the singular shall include the plural, and vice versa. (e) The terms “include”, “including” and similar terms shall be construed as if followed by the phrase “without limitation”. (f) Unless otherwise indicated, references to a class of Notes shall be to the Class A Notes and Class B Notes or to a class of Refinancing Notes, as applicable. (g) References in this Indenture to an agreement or other document (including this Indenture) include references to such agreement or document as amended, replaced or otherwise modified in accordance with the provisions of this Agreement; Indenture, and the provisions of this Indenture apply to successive events and transactions. (h) References in this Indenture to any statute or other legislative provision shall include any statutory or legislative modification or re-enactment thereof, or any substitution therefor. (i) all terms defined References in this Agreement Indenture to the Notes include the terms and conditions in this Indenture applicable to the Notes; and any reference to any amount of money due or payable by reference to the Notes shall have include any sum covenanted to be paid by the defined meanings when used Issuer under this Indenture in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; respect of the Notes. (j) References in this Indenture to any agreement action, remedy or instrument defined method of judicial proceeding for the enforcement of the rights of creditors or of security shall be deemed to include, in respect of any jurisdiction other than the State of New York, references to such action, remedy or method of judicial proceeding for the enforcement of the rights of creditors or of security available or appropriate in such jurisdiction as shall most nearly approximate such action, remedy or method of judicial proceeding described or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; in this Indenture. (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which Where any payment is to be made made, funds applied or act any calculation is to be done shall be calculated by excluding the date made hereunder on a day which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless any Related Document otherwise statedprovides, such payment shall be made, funds applied and calculation made on the next succeeding Business Day, and payments shall be adjusted accordingly, including interest unless otherwise specified.

Rules of Construction. Interpretation For all purposes of this Agreement shall be governed by Indenture, except as otherwise expressly provided or unless the following rules of construction: context otherwise requires: (a) words the terms defined in this Article have the singular shall be held meanings assigned to them in this Article and include the plural and vice versa, and words of one gender shall be held to include the other gender as well as the context requires; singular; (b) references all accounting terms not otherwise defined herein have the meanings assigned to Articlesthem in accordance with generally accepted accounting principles in the United States and, Sectionsexcept as otherwise herein expressly provided, paragraphs, Exhibits, and Schedules the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder means such accounting principles as are references to generally accepted in the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; United States; (c) references to “$” shall mean United States dollars; (d) the word “including” shall be construed to be followed by the words “without limitation”; the word “or” shall not be deemed to be exclusive; (d) article and words of similar import when used in this Agreement shall mean “including without limiting section headings are for the generality convenience of the foregoing,” unless otherwise specified; reader and shall not be considered in interpreting this Indenture or the intent of the parties hereto; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereofherein,” “hereinhereof” and “hereunder” and other words of similar import when used in this Agreement shall refer to this Agreement Indenture as a whole and not to any particular provision of this Agreement; article, section or other subdivision; (if) all terms defined in this Agreement shall have the defined meanings when pronouns used herein are used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, the masculine and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done neuter genders but shall be calculated by excluding construed as feminine, masculine or neuter, as the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not context requires; (g) a Business Day; (m) references reference herein to any Person shall be construed to include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; successors and permitted assigns; (nh) references a reference to any contract (including this Agreement) statute, regulation, proclamation, ordinance or organizational document are to law includes all statutes, regulations, proclamations, ordinances or laws varying, consolidating or replacing the contract or organizational document as amended, modified, supplemented, or replaced same from time to time, and a reference to a statute includes all regulations, policies, protocols, codes, proclamations and ordinances issued or otherwise applicable under that statute unless, in any such case, otherwise expressly provided in any such statute; (i) a definition of or reference to any document, instrument or agreement includes an amendment or supplement to, or restatement, replacement, modification or novation of, any such document, instrument or agreement unless otherwise statedspecified in such definition or in the context in which such reference is used; (j) terms used herein that are defined in the New York Uniform Commercial Code and not otherwise defined herein shall have the meanings set forth in the New York Uniform Commercial Code, unless the context requires otherwise; and (k) to the extent any provision of this Indenture conflicts with the express provisions of any other Transaction Documents, the provisions of this Indenture shall govern and be controlling.

Rules of Construction. Interpretation For purposes of this Agreement shall be governed by Agreement, the following rules of constructionparties hereto agree that: (a) words in whenever the context requires, the singular number shall be held to include the plural plural, and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references the word “extent” in the phrase “to Articles, Sections, paragraphs, Exhibitsthe extent” means the degree to which a subject or other thing extends, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specifieddoes not simply mean “if”; (c) references the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “$without limitation;” shall mean United States dollars; (d) the word “including” meaning assigned to each capitalized term defined and words of similar import when used in this Agreement shall mean “including without limiting or the generality Merger Agreement is equally applicable to both the singular and the plural forms of the foregoing,” unless otherwise specifiedsuch term, and words denoting any gender include all genders; (e) where a word or phrase is defined in this Agreement or the table Merger Agreement, each of contentsits other grammatical forms has a corresponding meaning unless the context otherwise requires; (f) a reference to any specific Legal Requirement or to any provision of any Legal Requirement includes any amendment to, articlesand any modification, titles re-enactment or successor thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued or promulgated thereunder or pursuant thereto, except that, for purposes of any representations and warranties in this Agreement that are made as a specific date, references to any specific Legal Requirement will be deemed to refer to such legislation or provision (and all rules, regulations and statutory instruments issued or promulgated thereunder or pursuant thereto) as of such date; (g) references to any Contract are to that Contract as amended, modified or supplemented as of the date of this Agreement or, thereafter from time to time; (h) the word “or” shall not be exclusive (i.e., “or” shall be deemed to mean “and/or”); (i) all references to “dollars” or “$” are to U.S. Dollars, unless expressly stated otherwise; and (j) the measure of a period of one (1) month or year for purposes of this Agreement will be the date of the following month or year corresponding to the starting date; provided, however, if no corresponding date exists, then the end date of such period being measured will be the next actual date of the following month or year (for example, one month following August 18 is September 18 and one month following August 31 is October 1). The headings contained in this Agreement are for convenience of reference purposes only only, shall not be deemed to be a part of this Agreement and shall not affect be referred to in any way connection with the meaning construction or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, 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; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise stated.

Rules of Construction. Interpretation of this Agreement shall be governed by the The following rules of construction: construction shall be applicable for all purposes of this Security Instrument and all documents or instruments supplemental hereto, unless the context otherwise clearly requires: (a) The terms “include,” “including” and similar terms shall be construed as if followed by the phrase “without being limited to”; (b) any pronoun used herein shall be deemed to cover all genders, and words in importing the singular number shall be held to mean and include the plural number, and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; ; (c) references all captions to “$” shall mean United States dollars; the Sections hereof are used for convenience and reference only and in no way define, limit or describe the scope or intent of, or in any way affect, this Security Instrument; (d) the word term “includingor” and words of similar import when used in this Agreement shall mean has, except where otherwise indicated, the inclusive meaning represented by the phrase “including without limiting the generality of the foregoing,” unless otherwise specified; and/or”; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” “herein,” “hereby,” “hereunder,” and “hereunder” and words of similar import when used terms in this Agreement shall Security Instrument refer to this Agreement Security Instrument as a whole and not to any particular provision or section of this AgreementSecurity Instrument; (f) an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by Xxxxxx; (g) No inference in favor of or against any party shall be drawn from the fact that such party has drafted any portion hereof or any other Loan Document; (h) The cover page (if any) of, all recitals set forth in, and all Exhibits to, this Security Instrument are hereby incorporated herein; and (i) all terms defined in Wherever Lender’s judgment, consent, approval or discretion is required under this Agreement Security Instrument or any other Loan Document for any matter or thing or Lender shall have an option, election, or right of determination or any other power to decide any matter relating to the defined meanings when used terms and conditions of this Security Instrument, including any right to determine that something is satisfactory or not (“Decision Power”), such Decision Power shall be exercised in any certificate or other document made or delivered pursuant hereto the sole and absolute discretion of Lender unless otherwise defined therein; (j) any agreement or instrument defined or referred expressly stated to herein be reasonably exercised. Such Decision Power and each other power granted to Lender upon this Security Instrument or any agreement other Loan Document may be exercised by Lender or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, by any authorized agent of Lender (including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statuteservicer and/or attorney-in-fact), and references Borrower hereby expressly agrees to any section recognize the exercise of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated Decision Power by excluding such authorized agent. Without limiting the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day generality of the period is not a Business Day; (m) references to foregoing, any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract authorized agent of Lender (including this Agreementany servicer and/or attorney-in-fact) or organizational document are is hereby specifically authorized to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedremove a trustee and select and appoint a successor trustee.

Rules of Construction. Interpretation of this Agreement (except as specifically provided in this Agreement, in which case such specified rules of construction shall govern with respect to this Agreement) shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender general shall be held to include the other gender as the context requires; (b) references made to Articlesan Article, Sectionsa Section or an Exhibit, paragraphssuch reference shall be to an Article, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules a Section or an Exhibit of or to this Agreement unless otherwise specifiedindicated; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles index of defined terms and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (d) any capitalized term used in any Exhibit but not otherwise defined therein shall have the meaning assigned to such term in this Agreement; (e) the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” ”, “hereto”, “hereby”, “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; (g) the term “or” is not exclusive; (h) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (i) all terms defined the definitions contained in this Agreement shall have are applicable to the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined thereinsingular as well as the plural forms of such terms; (j) all pronouns and any agreement variations thereof refer to the masculine, feminine or neuter as the context may require; (k) any agreement, instrument or Applicable Law defined or referred to herein or any agreement or instrument that is referred to herein means such agreement agreement, instrument or instrument Applicable Law as from time to time amended, modified, modified or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such sectionspecifically indicated; (l) all time periods within or following which any payment is references to be made or act a Person are also to be done shall be calculated by excluding the date on which the period commences its permitted successors and including the date on which the period ends assigns; and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) unless otherwise specifically indicated, all references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; “dollars” and (n) “ $” will be deemed references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedlawful money of the United States of America.

Rules of Construction. Interpretation The division of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, into articles, titles sections and other portions and the insertion of headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning construction or interpretation hereof. Unless otherwise indicated, all references to an “Article” or “Section” followed by a number or a letter refer to the specified Article or Section of this Agreement; (f) . The terms “this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words Agreement,” “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall expressions refer to this Agreement as a whole (including the MLP Disclosure Letter and the Parent Disclosure Letter) and not to any particular provision of this Agreement; Article, Section or other portion hereof. Unless otherwise specifically indicated or the context otherwise requires, (ia) all references to “dollars” or “$” mean United States dollars, (b) words importing the singular shall include the plural and vice versa and words importing any gender shall include all genders, (c) “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation,” (d) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or thing extends, and such phrase shall not mean simply “if,” and (e) all words used as accounting terms defined in this Agreement shall have the defined meanings when used in assigned to them under GAAP. In the event that any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and any action is required to be taken hereunder by extending the period to the first succeeding Business Day if the last day any of the period parties hereto is not a Business Day; (m) , such action shall be required to be taken on the next succeeding day that is a Business Day. Reference to any party hereto is also a reference to such party’s permitted successors and assigns. The Exhibits attached to this Agreement are hereby incorporated by reference into this Agreement and form part hereof. Unless otherwise indicated, all references to an “Exhibit” followed by a number or a letter refer to the specified Exhibit to this Agreement. 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, it is the intention of the parties hereto that this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any Person include such Person’s predecessors by virtue of the authorship of any of the provisions of this Agreement. Further, prior drafts of this Agreement or successorsthe fact that any clauses have been added, whether by merger, consolidation, amalgamation, reorganization, deleted or otherwiseotherwise modified from any prior drafts of this Agreement shall not be used as an aid of construction or otherwise constitute evidence of the intent of the parties hereto; and (n) references to no presumption or burden of proof shall arise favoring or disfavoring any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedparty hereto by virtue of such prior drafts.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, Exhibits and Schedules are references to the Articles, Sections, paragraphs, Exhibits, Exhibits and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, 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; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, modified or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise 1007933761v22 specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, reorganization or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, supplemented or replaced from time to time, unless otherwise stated; (o) the word “will” shall be construed to have the same meaning and effect as the word “shall”; (p) all capitalized terms used without definition in the Schedules and Exhibits referred to herein shall have the meanings ascribed to such terms in this Agreement; (q) the word “or” need not be disjunctive; and (r) where a word or phrase is defined herein, each of its grammatical forms shall have a corresponding meaning.

Rules of Construction. Interpretation of Unless the context otherwise requires, in this Agreement shall be governed by the following rules of construction: Purchase and Sale Agreement: (a) A term has the meaning assigned to it and an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP. (b) Unless otherwise defined, all terms used herein that are defined in the UCC shall have the meanings stated in the UCC. (c) Words of the masculine, feminine or neuter gender shall mean and include the correlative words of other genders, and words in the singular shall be held to include the plural plural, and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; . (d) the word The terms “include”, “including” and similar terms shall be construed as if followed by the phrase “without limitation”. (e) References to an agreement or other document include references to such agreement or document as amended, restated, reformed, supplemented or otherwise modified in accordance with the terms thereof and include any annexes, exhibits and schedules attached thereto, and the provisions thereof apply to successive events and transactions. (f) References to any statute or other legislative provision shall include any statutory or legislative modification or re-enactment thereof, or any substitution therefor. (g) References to any Person shall be construed to include such Person’s successors and permitted assigns. (h) The word “will” shall be construed to have the same meaning and effect as the word “shall”. (i) The words of “hereof”, “herein”, “hereunder” and similar import terms when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles Purchase and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Sale Agreement shall refer to this Purchase and Sale Agreement as a whole and not to any particular provision of hereof, and Article, Section and Exhibit references herein are references to Articles and Sections of, and Exhibits to, this Agreement; (i) all terms defined in this Purchase and Sale Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; specified. (j) any agreement or instrument defined or referred In the computation of a period of time from a specified date to herein or any agreement or instrument that is referred to herein a later specified date, the word “from” means such agreement or instrument as “from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto including” and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day each of the period is not a Business Day; (m) references words “to” and “until” means “to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedbut excluding”.

Rules of Construction. Interpretation of this Agreement shall be governed by Unless the following rules of construction: context otherwise requires: (a) words A term has the meaning assigned to it and an accounting term not otherwise defined has the meaning assigned to it in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; accordance with U.S. GAAP. (b) references to ArticlesThe terms “herein”, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “includinghereof” and other words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement Indenture as a whole and not to any particular provision Article, Section or other subdivision. (c) Unless otherwise indicated in context, all references to Articles, Sections, Appendices, Exhibits or Annexes refer to an Article or Section of, or an Appendix, Exhibit or Annex to, this Indenture. (d) Words of the masculine, feminine or neuter gender shall mean and include the correlative words of other genders, and words in the singular shall include the plural, and vice versa. (e) The terms “include”, “including” and similar terms shall be construed as if followed by the phrase “without limitation”. (f) References in this Indenture to an agreement or other document (including this Indenture) mean the agreement or other document and all schedules, exhibits, annexes and other materials that are part of such agreement and include references to such agreement or document as amended, supplemented, restated or otherwise modified in accordance with its terms and the provisions of this AgreementIndenture, and the provisions of this Indenture apply to successive events and transactions. (g) References in this Indenture to any statute or other legislative provision shall include any statutory or legislative modification or re-enactment thereof, or any substitution therefor. (h) References in this Indenture to the Equipment Notes include the terms and conditions applicable to the Equipment Notes; and any reference to any amount of money due or payable by reference to the Equipment Notes shall include any sum covenanted to be paid by the Issuer under this Indenture in respect of the Equipment Notes. (i) all terms defined References in this Agreement Indenture to any action, remedy or method of judicial proceeding for the enforcement of the rights of creditors or of security shall have be deemed to include, in respect of any jurisdiction other than the defined meanings when used State of New York, references to such action, remedy or method of judicial proceeding for the enforcement of the rights of creditors or of security available or appropriate in any certificate such jurisdiction as shall most nearly approximate such action, remedy or other document made method of judicial proceeding described or delivered pursuant hereto unless otherwise defined therein; referred to in this Indenture. (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which Where any payment is to be made made, funds applied or act any calculation is to be done shall be calculated by excluding the date made hereunder on a day which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless any Operative Agreement otherwise statedprovides, such payment shall be made, funds applied and calculation made on the next succeeding Business Day, and payments shall be adjusted accordingly. (k) For purposes of determining the balance of amounts credited to and/or deposited in an Indenture Account, the “value” of Permitted Investments deposited in and/or credited to an Indenture Account shall be the lower of the acquisition cost thereof and the then fair market value thereof and the “value” of Dollars and cash equivalents of Dollars (other than cash equivalents of Dollars included in the definition of Permitted Investments) shall be the face value thereof.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as Whenever the context requires; (b) references to Articles, Sectionsany pronoun shall include the corresponding masculine, paragraphsfeminine and neuter forms. Where the context so requires or permits, Exhibitsthe use of the singular form includes the plural, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) use of the word “including” and words of similar import when used in this Agreement shall mean “including without plural form includes the singular. Without limiting the generality of the foregoing, it is hereby acknowledged and agreed that (i) the terms “Seller” or “Sellers” shall include and mean, as applicable, the applicable Seller or Sellers individually and not just Sellers collectively or as a group and (ii) the terms “Piedmont Company” or “Piedmont Companies” shall include and mean, as applicable, the applicable Piedmont Company or Piedmont Companies individually and not just the Piedmont Companies collectively or as a group. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references to “party” and “parties” shall be deemed references to parties to this Agreement unless the context shall otherwise specified; (e) the table of contents, articles, titles and headings contained require. Except as specifically otherwise provided in this Agreement, a reference to an Article, Annex, Section, Schedule or Exhibit is a reference to an Article or Section of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation an Annex, Schedule or Exhibit of this Agreement; . The term “or” is used in its inclusive sense (f“and/or”) and, together with the terms “either” and “any” shall not be exclusive. When used in this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and Agreement, words such as an integral part of this Agreement to the same extent as if they were set forth verbatim “herein; (h) unless the context otherwise requires”, the words “hereinafter”, “hereby”, “hereof,” “herein” and hereto”, “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole whole, including Annexes, Schedules and Exhibits hereto, and not to any particular provision of this Agreement; (i) all terms defined in this Agreement , unless the context clearly requires otherwise. Any reference to any federal, state, local or foreign statute or law shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred be deemed also to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references refer to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to timethereunder, unless otherwise statedthe context requires otherwise.

Rules of Construction. Interpretation of Except where stated otherwise in this Agreement shall be governed by Agreement, the following rules of construction: interpretation apply to this Agreement, (a) words in the singular shall be held to include the plural “either” and vice versa“or” are not exclusive and “include”, “includes” and words of one gender shall be held to include the other gender as the context requires; “including” are not limiting, (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” ”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; , (c) “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”, (d) descriptive headings, the table of defined terms and the table of contents are inserted for convenience only and do not affect in any way the meaning or interpretation of this Agreement, (e) definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms, (f) references to a Person are also to its permitted successors and assigns, (g) references to an “Article”, “Section”, “Exhibit”, “Annex” or “Schedule” refer to an Article or Section of, or an Exhibit, Annex or Schedule to, this Agreement, (h) references to “$” or otherwise to dollar amounts refer to the lawful currency of the United States, (i) all terms defined in this Agreement references to a federal, state, local or foreign statute or Law shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means mean such agreement or instrument Law as from time to time amended, modified, modified or supplemented, including by waiver or consent, supplemented and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; rules, regulations and delegated legislation issued thereunder (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (mj) references to any Person include communication by any Governmental Authority includes a communication by the staff of such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; Governmental Authority and (nk) references words denoting any gender will be deemed to include all genders and words denoting natural persons will be deemed to include business entities and vice versa. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any contract (including party hereto. No summary of this Agreement prepared by any party will affect the meaning or interpretation of this Agreement) . The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any Law, regulation, holding or organizational ruling of construction providing that ambiguities in an agreement or other document are will be construed against the party drafting such agreement or document. Whenever the final day for performance of an obligation under this Agreement, other than an obligation under Section 5.2, falls on a day other than a Business Day, the time period for performance thereof will automatically be extended to the contract next day that is a Business Day. The term “made available to Parent” as it relates to materials provided to Parent means copies of the subject materials which were made available to Parent or organizational document as amended, modified, supplemented, any of its affiliates or replaced from time Representatives either (i) in the Data Room or (ii) in writing with respect to time, unless otherwise statedmaterials specifically referenced in the Company Disclosure Letter or which become available after the date of this Agreement.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the any other gender as the context requires; (b) references to the terms Preamble, Recital, Article, Section, paragraph, Schedule and Exhibit are references to the Preamble, Recitals, Articles, Sections, paragraphs, Exhibits, Schedules and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules Exhibits to this Agreement unless otherwise specified; (c) references to “$” shall mean United States means U.S. dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean means “including without limiting the generality of the foregoinglimitation,” unless otherwise specified; (e) the table of contentsword “or” shall not be exclusive; (f) the words “herein,” “hereof”, articles, titles “hereunder” or “hereby” and similar terms are to be deemed to refer to this Agreement as a whole and not to any specific section unless expressly stated otherwise; (g) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (fh) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (gi) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requiresa word or phrase is defined, the words “hereof,” “herein” and “hereunder” and words other grammatical forms of similar import when used in this Agreement shall refer to this Agreement as such word or phrase have a whole and not to any particular provision of this Agreement; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined thereincorresponding meaning; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto any statute, listing rule, rule, standard, regulation or other law include a reference to (1) the corresponding rules and instruments incorporated therein; regulations and (k2) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation each of them as amended, modified, supplemented supplemented, consolidated, replaced or replaced rewritten from time to time time; (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and k) references to any section of any statute statute, listing rule, rule, standard, regulation or regulation other law include any successor to such section; and (l) all time periods within or following which any payment is to for the avoidance of doubt, the Effective Date and Disaffiliation Date will be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedtwo distinct days.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the The words “herein”, “hereof,” “herein” and “hereunder” and other words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular Section or subsection. Reference herein to any Section or subsection refers to such Section or subsection (as the case may be) hereof. Words in the singular include the plural, and words in the plural include the singular, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and neuter genders. The words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”, whether or not so followed. Each covenant or agreement contained herein shall be construed (absent express provision to the contrary) as being independent of this Agreement; each other covenant or agreement contained herein, so that compliance with any one covenant or agreement shall not (iabsent such an express contrary provision) all terms defined in this Agreement shall have the defined meanings when used in be deemed to excuse compliance with any certificate other covenant or other document made or delivered pursuant hereto unless otherwise defined therein; (j) agreement. Where any agreement or instrument defined or referred provision herein refers to herein or action to be taken by any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modifiedPerson, or supplementedwhich such Person is prohibited from taking, including such provision shall be applicable whether such action is taken directly or indirectly by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and Person. All references to any section of any statute instruments or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and agreements, including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person of the Loan Documents, shall include such Person’s predecessors any and all modifications or successorsamendments thereto and any and all extensions or renewals thereof, whether by mergerin each case, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (made in accordance with the terms of the Loan Documents including this Agreement) or organizational document are . All references to Persons include their respective successors and assigns (to the contract extent permitted under the applicable Loan Documents). Except as otherwise expressly provided herein, all references to Statutes and related regulations shall include any amendments of the same and any successor Statutes and regulations. Whenever any provision in any Loan Document refers to the knowledge (or organizational document as amendedan analogous phrase) of the Borrower or any of its Subsidiaries, modifiedsuch words are intended to signify that the Borrower or such Subsidiary has actual knowledge or awareness of a particular fact or circumstance or that the Borrower or such Subsidiary, supplementedafter due inquiry knows or is aware of such fact or circumstance or if it had exercised reasonable diligence, would have known or replaced from time to time, unless otherwise statedbeen aware of such fact or circumstance.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words All article, section, subsection, schedule and annex references used in the singular shall be held this Agreement are to include the plural articles, sections, subsections, schedules and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules annexes to this Agreement unless otherwise specified; . The annexes and schedules attached to this Agreement constitute a part of this Agreement and are incorporated into this Agreement for all purposes. (cb) references to If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Unless the context of this Agreement clearly requires otherwise, words importing one gender shall include all other genders. The words “$includes” shall mean United States dollars; (d) the word or “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoinglimitation,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import when used terms in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (i) all terms defined section or article in this Agreement which such words appear. Any reference to a Law shall have the defined meanings when used in include any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein amendment thereof or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments successor thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute)thereunder; provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, and references to any section of any statute or regulation include any successor Law shall be deemed to refer to such section; Law as amended as of such date. References to “written” or “in writing” include documents in electronic form or transmission by email. A reference to any Person includes such Person’s successors and permitted assigns. Currency amounts referenced in this Agreement are in U.S. Dollars. (lc) all time periods within Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last a day of the period that is not a Business Day; , then such action may be validly taken on or by the next day that is a Business Day. (md) references Each Party acknowledges that it and its attorneys have been given an equal opportunity to negotiate the terms and conditions of this Agreement and that any Person include such Person’s predecessors rule of construction to the effect that ambiguities are to be resolved against the drafting Party or successors, whether by merger, consolidation, amalgamation, reorganization, any similar rule operating against the drafter of an agreement shall not be applicable to the construction or otherwise; and (n) references to any contract (including interpretation of this Agreement. (e) or organizational document are Except as otherwise specifically provided herein, all accounting terms used herein and not expressly defined herein shall have the respective meanings given to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedsuch terms under GAAP.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the The words “hereof,” ”, “herein” and “hereunder” and words of similar like import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (i) all terms defined . The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Sections and Schedules are to Sections and Schedules of this Agreement unless otherwise specified. All 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. Any singular term in this Agreement shall have be deemed to include the defined meanings when plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any certificate statute, law or other document made regulation shall be deemed to refer to such statute, law or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument regulation as amended from time to time amendedand to any rules or regulations promulgated thereunder. References from or through any date mean, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified hereinspecified, any statute from and including or regulation referred through and including, respectively. The word “extent” in the phrase “to herein means the extent” shall mean the degree to which a subject or other theory extends and such statute or regulation as amendedphrase shall not mean “if”. The Parties have participated jointly in the negotiation and drafting of this Agreement, modified, supplemented or replaced from time to time (and, in the case 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 statuteprovision of this Agreement. The terms “or”, includes any rules “any” and regulations promulgated under such statute)“either” are not exclusive, and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period except to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or extent expressly provided otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise stated.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the The words “hereof,” “herein” and “hereunder” and other words of similar import refer to this Agreement in its entirety and not to any part hereof unless the context shall otherwise require. All references herein to Sections and Exhibits shall be deemed references to and Sections of, and Exhibits to, this Agreement unless the context shall otherwise require. The word “including,” when used herein is not intended to be exclusive and means “including, but not limited to.” The headings used in this Agreement are inserted for convenience of reference only and do not constitute a part of and will not be utilized in interpreting this Agreement. Except where the context so requires, any reference to a singular noun shall refer include its plural, the use of the word “all” shall be construed as “any and all,” the word “any” shall be construed as “any and all,” and the word “each” shall be construed as “all and each.” This Agreement has been negotiated by the Parties and their respective counsel and will be fairly interpreted in accordance with its terms and conditions pursuant to the governing Law selected by the Parties pursuant to Section 12.2.3 without application of any rules of construction relating to which Party drafted this Agreement in favor of, or against, either Party. Unless otherwise expressly provided herein or unless the context shall otherwise require, any references as a whole and not of any time to any particular provision of agreement (including this Agreement; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other contract, instrument or document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred or any specific section or other provision thereof are to herein means it as amended and supplemented through such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any a statute or regulation include or specific section or other provision thereof, to any successor of such statute, regulation, section or other provision). Any reference in this Agreement to such section; a “day” or number of “days” (lwithout the explicit qualification of “Business Day”) all time periods within shall be interpreted as a reference to a calendar day or following which number of calendar days. If any payment action or notice is to be made taken or act to be done shall be calculated given on or by excluding the date on which the period commences a particular calendar day, and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last such calendar day of the period is not a Business Day; (m) references to any Person include , then such Person’s predecessors action or successors, whether by merger, consolidation, amalgamation, reorganizationnotice shall be deferred until, or otherwise; may be taken or given on, the next Business Day. Unless otherwise expressly provided herein or unless the context shall otherwise require, any provision of this Agreement using a defined term (by way of example and (nwithout limitation, such as “Affiliate”) references to which is based on a specified characteristic, qualification, feature or status shall, as of any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedrefer only to such persons or entities who have the specified characteristic, qualification, feature or status as of that particular time. This contract is written in English and, if it is translated into any other language, the English-language version controls.

Rules of Construction. Interpretation (a) The Parties have been represented by counsel during the negotiation, preparation and execution of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versaand, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articlestherefore, Sectionshereby waive, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules with respect to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) and each Exhibit and each Schedule attached hereto, the word “including” and words application of similar import when used any Law or rule of construction providing that ambiguities in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning an agreement or interpretation of this Agreement; (f) this Agreement other document shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting such agreement or causing any instrument to be drafted; document. (gb) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of When a reference is made in this Agreement to Sections, Exhibits or Schedules, such reference shall be to a Section of, or an Exhibit to this Agreement or Schedule to the same extent as if they were set forth verbatim herein; (h) Company Disclosure Letter unless the context otherwise requires, the indicated. The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import when used in this Agreement shall will refer to this Agreement as a whole (including any exhibits and schedules to this Agreement) and not to any particular provision of this Agreement; (i) all terms defined . The words “include,” “including,” or “includes” when used herein shall be deemed in each case to be followed by the words “without limitation” or words having similar import. The words “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice”. The phrases “delivered,” “made available,” “provided to,” “furnished to,” and phrases of similar import when used herein, unless the context otherwise requires, shall mean that a true, correct and complete paper copy of the information or material referred to has been provided to the Party to whom such information or material is to be provided, have been deposited by the Company or Parent in the electronic datarooms maintained for the Transactions by the Company or Parent, as applicable, or publicly filed by the Company with the SEC, in each case, at least three Business Days prior to the Agreement Date. The headings and table of contents in this Agreement shall have are included for convenience of reference only and will not limit or otherwise affect the defined meanings when used in any certificate meaning or other document interpretation of this Agreement. Where a reference is made to a Contract, instrument or delivered pursuant hereto unless otherwise defined therein; (j) any agreement Law, such reference is to such Contract, instrument or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument Law as from time to time amended, modified, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent, consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; . Unless the context of this Agreement otherwise requires: (ki) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case words of any statutegender include each other gender, includes any rules (ii) words using the singular or plural number also include the plural or singular number, respectively, (iii) the terms “hereof,” “herein,” “hereunder” and regulations promulgated under such statute)derivative or similar words refer to this entire Agreement, and (iv) references to any section of any statute clauses without a cross-reference to a Section or regulation include any successor subsection are references to such section; clauses within the same Section or, if more specific, subsection, (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (mv) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; the successors and permitted assigns of that Person and (nvi) references to from or through any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to timedate shall mean, unless otherwise statedspecified, from and including or through and including, respectively. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends and such phrase shall not mean simply “if.” All references to “days” shall be to calendar days unless otherwise indicated as a “Business Day.”

Rules of Construction. Interpretation of this Agreement shall be governed by Unless the following rules of construction: context otherwise requires: (a) a term has the meaning assigned to it; (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; (c) “or” is not exclusive; (d) words in the singular shall be held to include the plural and vice versaplural, and words of one gender shall be held to in the plural include the other gender as the context requires; singular; (be) provisions apply to successive events and transactions; (f) references to Articlessections of or rules under the Securities Act or the Exchange Act shall be deemed to include substitute, Sectionsreplacement or successor sections or rules adopted by the SEC from time to time; and (g) unless otherwise provided in this Indenture or in any Note, paragraphsthe words “execute”, Exhibits“execution”, “signed”, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “includingsignature” and words of similar import when used in or related to any document to be signed in connection with this Agreement shall mean “including without limiting the generality Indenture, any Note or any of the foregoing,” unless otherwise specified; transactions contemplated hereby (eincluding amendments, waivers, consents and other modifications) shall be deemed to include electronic signatures and the table keeping of contentsrecords in electronic form, articleseach of which shall be of the same legal effect, titles validity or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as applicable, to the fullest extent and headings contained in this Agreement are as provided for reference purposes only and shall not affect in any way Applicable Law, including the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any presumption or rule requiring construction or interpretation against other similar state laws based on the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to Uniform Electronic Transactions Act, provided that, notwithstanding anything herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requirescontrary, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer Trustee is not under any obligation to this Agreement as a whole and not agree to any particular provision of this Agreement; (i) all terms defined in this Agreement shall have the defined meanings when used accept electronic signatures in any certificate form or other document made or delivered in any format unless expressly agreed to by the Trustee pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including procedures approved by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedTrustee.

Rules of Construction. Interpretation The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party. The headings and captions of this Agreement are for convenience of reference only and shall be governed by not define, limit or otherwise affect any of the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) terms hereof. Section references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) specified and references to “$” shall mean United States dollars; clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection. 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 is excluded. If the last day of such period is a non-Business Day, the period in question ends on the next succeeding Business Day. For all purposes of this Agreement, unless otherwise expressly provided or the context otherwise requires: (di) the word term “includingor” is disjunctive but not exclusive; (ii) the terms “hereof”, “herein” and words “hereunder” and terms of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, 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; ; (iiii) all the term “including” and terms defined of similar import when used in this Agreement shall have are not limiting and mean “including without limitation” unless otherwise specified; (iv) the defined meanings when used term “extent” in any certificate the phrase “to the extent” means the degree to which a subject or other document made or delivered pursuant hereto unless otherwise defined therein; thing extends and such phrase shall not mean simply “if”; (jv) the term “outstanding Ordinary Shares” and terms of similar import mean, at any given time, the total number of Ordinary Shares actually issued and outstanding as of such time but without regard to (x) any agreement Equity Securities or instrument defined other securities or referred instruments that are exercisable or exchangeable for or convertible into Ordinary Shares, including but not limited to herein any Convertible Notes or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modifiedExchange Warrant, or supplemented(y) any Ordinary Shares that are at such time, including by waiver or consentpreviously were, and references subject to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is intended to be made repurchased by the Company (whether or act not such repurchase is subject to be done shall be calculated by excluding conditions) under the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; Physical Delivery Forward Transaction, unless expressly specified otherwise; (mvi) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and “day” mean a calendar day unless otherwise indicated as a “Business Day”; (nvii) references to any contract “$” means U.S. dollars, the lawful currency of the United States of America; and (including this Agreementviii) or organizational document are to whenever the contract or organizational document as amendedcontext requires, modifiedthe gender of all words used herein shall include the masculine, supplementedfeminine and neuter, or replaced from time to time, unless otherwise statedand the number of all words shall include the singular and plural.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articlesthe terms Article, SectionsSection, paragraphs, Exhibits, paragraph and Schedules are references to the Articles, Sections, paragraphs, Exhibits, paragraphs and Schedules to of this Agreement unless otherwise specified; (c) references to “$” shall mean United States U.S. dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoinglimitation,” unless otherwise specified; (e) the table of contentsword “or” shall not be exclusive; (f) references to “written” or “in writing” include in electronic form; (g) provisions shall apply, articleswhen appropriate, titles to successive events and transactions; (h) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) if an ambiguity or question of interpretation should arise, this Agreement shall be construed without regard to any as if drafted jointly by the Parties and no presumption or rule requiring construction burden of proof shall arise favoring or interpretation against burdening either Party by virtue of the Party drafting or causing authorship of any instrument to be drafted; (g) of the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” “herein” and “hereunder” and words of similar import when used provisions in this Agreement shall refer to this Agreement as a whole and not to or any particular provision interim drafts of this Agreement; (i) all terms defined in this Agreement shall have the defined meanings when used in a reference to any certificate or other document made or delivered pursuant hereto unless otherwise defined thereinPerson includes such Person’s successors and permitted assigns; (j) any agreement or instrument defined or referred reference to herein or any agreement or instrument that is referred to herein “days” means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, calendar days unless Business Days are expressly specified; and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified hereinwhen calculating the period of time before which, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within which or following which any payment act is to be made done or act step taken pursuant to be done this Agreement, the date that is the reference date in calculating such period shall be calculated by excluding the date on which the period commences excluded, and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the such period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedperiod shall end on the next succeeding Business Day.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless Unless the context otherwise requires, in this Purchase and Sale Agreement: (a) A term has the meaning assigned to it and an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP or International Financial Reporting Standards, as applicable. (b) Unless otherwise defined, all terms that are defined in the UCC shall have the meanings stated in the UCC. (c) Words of the masculine, feminine or neuter gender shall mean and include the correlative words of other genders. (d) The definitions of terms shall apply equally to the singular and plural forms of the terms defined. (e) The terms “include”, “including” and similar terms shall be construed as if followed by the phrase “without limitation”. (f) Unless otherwise specified, references to an agreement or other document include references to such agreement or document as from time to time amended, restated, reformed, supplemented or otherwise modified in accordance with the terms thereof (subject to any restrictions on such amendments, restatements, reformations, supplements or modifications set forth herein or therein) and include any annexes, exhibits and schedules attached thereto. (g) References to any Applicable Law shall include such Applicable Law as from time to time in effect, including any amendment, modification, codification, replacement or reenactment thereof or any substitution therefor, provided, however, that for purposes of Articles III and IV of this Agreement, references to Applicable Law shall mean Applicable Law as in effect on the date on which the relevant representation or warranty is made. (h) References to any Person shall be construed to include such Person’s successors and permitted assigns (subject to any restrictions on assignment, transfer or delegation set forth herein or in any of the other Transaction Documents or the Counterparty License Agreement or Counterparty Consent), and any reference to a Person in a particular capacity excludes such Person in other capacities. (i) The word “will” shall be construed to have the same meaning and effect as the word “shall”. (j) The words “hereof,” ”, “herein” and ”, “hereunder” and words of similar import terms when used in this Purchase and Sale Agreement shall refer to this Purchase and Sale Agreement as a whole and not to any particular provision of hereof, and Article, Section and Exhibit references herein are references to Articles and Sections of, and Exhibits to, this Agreement; (i) all terms defined in this Purchase and Sale Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; specified. (k) unless otherwise specified herein, any statute Any reference herein to a term that is defined by reference to its meaning in the Counterparty License Agreement (whether expressly or regulation referred implicitly cross referenced) shall refer to herein means such statute term’s meaning in the Counterparty License Agreement as in existence on the Execution Date or regulation as amended, modifiedrestated, reformed, supplemented or replaced from time otherwise modified in accordance with this Purchase and Sale Agreement. (l) Any reference to time (andthe “knowledge” of the Seller means the knowledge, in each case after reasonable inquiry of his or her direct reports who are employees of the Seller and who are responsible with respect to the applicable subject matter, of the Seller’s General Counsel, President, Chief Medical Officer, Chief Scientific Officer and Chief Executive Officer as of the Execution Date; provided, that the Seller’s General Counsel, President, Chief Medical Officer, Chief Scientific Officer and Chief Executive Officer, as applicable, shall be entitled to rely on the actual knowledge, without any duty to investigate, of such direct reports with respect to any such subject matter as of the Execution Date. For clarification, in the case of information set forth in reports or correspondence received by the Seller from the Counterparty or any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute counsel or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period other advisor to the first succeeding Business Day if the last day Counterparty, “knowledge” of the period is not a Business Day; Seller includes the information provided in such reports or correspondence, but the Seller has no obligation to make further inquiry into the accuracy or completeness of such information. (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are Any reference to the contract “actual knowledge” of the Seller means the actual knowledge, in each case without any duty to investigate, of the Seller’s General Counsel, President, Chief Medical Officer, Chief Scientific Officer and Chief Executive Officer as of the Execution Date. For clarification, in the case of information set forth in reports or organizational document as amendedcorrespondence received by the Seller from the Counterparty or any counsel or other advisor to the Counterparty, modified“actual knowledge” of the Seller includes the information provided in such reports or correspondence, supplemented, but the Seller has no obligation to make further inquiry into the accuracy or replaced from time to time, unless otherwise statedcompleteness of such information.

Rules of Construction. Interpretation of Except where stated otherwise in this Agreement shall be governed by Agreement, the following rules of construction: interpretation apply to this Agreement, (a) words in the singular shall be held to include the plural “either” and vice versa“or” are not exclusive and “include,” “includes” and “including” are not limiting, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoinghereof,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereofhereto,” “hereby,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; , (c) “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if,” (d) descriptive headings, the table of defined terms and the table of contents are inserted for convenience only and do not affect in any way the meaning or interpretation of this Agreement, (e) definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms, (f) references to a Person are also to its permitted successors and assigns, (g) references to an “Article,” “Section,” “Exhibit,” “Annex” or “Schedule” refer to an Article or Section of, or an Exhibit, Annex or Schedule to, this Agreement, (h) references to “$” or otherwise to dollar amounts refer to the lawful currency of the United States, (i) all terms defined in this Agreement references to a federal, state, local or foreign statute or Law shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means mean such agreement or instrument Law as from time to time amended, modified, modified or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; rules, regulations and delegated legislation issued thereunder, (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (mj) references to any Person communication by any Governmental Authority include communications by the staff of such Person’s predecessors Governmental Authority and (k) words denoting any gender will be deemed to include all genders and words denoting natural persons will be deemed to include business entities and vice versa. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party hereto. No summary of this Agreement prepared by any party will affect the meaning or successorsinterpretation of this Agreement. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, whether therefore, waive the application of any Law, regulation, holding or ruling of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. Whenever the final day for performance of an obligation under this Agreement, other than an obligation under Section 5.2, falls on a day other than a Business Day, the time period for performance thereof will automatically be extended to the next day that is a Business Day. The term “made available to Parent” as it relates to materials provided to Parent shall be deemed to have been fulfilled if copies of the subject materials (i) were made available to Parent in the Data Room or through the Xxxxxx DocuBridge platform managed by mergerthe Company to which Parent has been granted access prior to the execution of this Agreement, consolidationin each case, amalgamationby 5:00 p.m. (Pacific Standard Time) on Xxxxx 00, reorganization0000, (xx) were publicly available on XXXXX at least one Business Day prior to the date of this Agreement, or otherwise; (iii) made available to Parent as provided in Section 9.10 of the Company Disclosure Letter. The covenants and (n) references to any contract (including obligations set forth in the Company Disclosure Letter are hereby incorporated into this Agreement) or organizational document are to the contract or organizational document , and each party shall perform such covenants and obligations as amended, modified, supplemented, or replaced from time to time, unless otherwise statedif fully set forth herein.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference For all purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption , except as otherwise expressly provided or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requiresrequires (i) singular words shall connote the plural as well as the singular, and vice versa (except as indicated), as may be appropriate, (ii) the words “hereofherein,” “hereinhereof” and “hereunder” and other words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular article, schedule, section, paragraph, clause, exhibit or other subdivision, (iii) the headings, subheadings and table of contents set forth in this Agreement are solely for convenience of reference and shall not constitute a part of this Agreement nor shall they affect the meaning, construction or effect of any provision hereof, (iv) references in this Agreement to “include” or “including” shall mean include or including, as applicable, without limiting the generality of any description preceding such term, and for purposes hereof the rule of ejusdem generis shall not be applicable to limit a general statement, followed by or referable to an enumeration of specific matters, to matters similar to those specifically mentioned, (v) each of the parties to this Agreement and its counsel have reviewed and revised, or requested revisions to, this Agreement, and the rule of construction that any ambiguities are to be resolved against the drafting party shall be inapplicable in the construction and interpretation of this Agreement; , (ivi) all terms defined in this Agreement shall have the defined meanings when used in any certificate definition of or reference to any Facility Document, agreement, instrument or other document made herein shall be construed as referring to such agreement, instrument or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument other document as from time to time amended, modifiedsupplemented or otherwise modified (subject to any restrictions on such amendments, supplements or supplementedmodifications set forth herein), including by waiver (vii) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions set forth herein or consentin any other applicable agreement), and references (viii) any reference to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute law or regulation referred herein shall refer to herein means such statute law or regulation as amended, modified, modified or supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, (ix) unless otherwise statedprovided herein, each reference to any time means New York, New York time and (x) any reference to “execute”, “executed”, “sign”, “signed”, “signature” or any other like term hereunder shall include execution by electronic signature (including, without limitation, any .pdf file, .jpeg file, or any other electronic or image file, or any “electronic signature” as defined under the U.S. Electronic Signatures in Global and National Commerce Act (“E-SIGN”) or the New York Electronic Signatures and Records Act (“ESRA”), which includes any electronic signature provided using Orbit, Adobe Sign, DocuSign, or any other similar platform identified by the Borrower and reasonably available at no undue burden or expense to the Collateral Agent, the Collateral Administrator or the Document Custodian), except to the extent the Collateral Agent, the Collateral Administrator or the Document Custodian requests otherwise. Any such electronic signatures shall be valid, effective and legally binding as if such electronic signatures were handwritten signatures and shall be deemed to have been duly and validly delivered for all purposes hereunder.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the any other gender as the context requires; (b) references to the terms Preamble, Recital, Article, Section, paragraph, Schedule and Exhibit are references to the Preamble, Recitals, Articles, Sections, paragraphs, Exhibits, Schedules and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules Exhibits to this Agreement unless otherwise specified; (c) references to “$” shall mean United States means U.S. dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean means “including without limiting the generality of the foregoinglimitation,” unless otherwise specified; (e) the table of contentsword “or” shall not be exclusive; (f) the words “herein,” “hereof”, articles, titles “hereunder” or “hereby” and similar terms are to be deemed to refer to this Agreement as a whole and not to any specific section unless expressly stated otherwise; (g) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (fh) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (gi) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requiresa word or phrase is defined, the words “hereof,” “herein” and “hereunder” and words other grammatical forms of similar import when used in this Agreement shall refer to this Agreement as such word or phrase have a whole and not to any particular provision of this Agreement; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined thereincorresponding meaning; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto any statute, listing rule, rule, standard, regulation or other law include a reference to (1) the corresponding rules and instruments incorporated therein; regulations and (k2) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation each of them as amended, modified, supplemented supplemented, consolidated, replaced or replaced rewritten from time to time time; (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and k) references to any section of any statute statute, listing rule, rule, standard, regulation or regulation other law include any successor to such section; and (l) all time periods within for the avoidance of doubt, the Separation Date and Disaffiliation Date may be the same day or following which any payment is to may be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedtwo distinct days.

Rules of Construction. Interpretation Except as otherwise explicitly specified to the contrary, (a) each reference to a Section, Exhibit or Schedule means a Section of this Agreement, or a Schedule or Exhibit to this Agreement or the Disclosure Schedules, unless another agreement is specified, (b) each reference to a Schedule means the applicable Disclosure Schedule and the Disclosure Schedules shall be governed deemed a part of, and are incorporated by reference into, this Agreement, (c) the following words “include,” “includes” and “including” will be deemed to be followed by “without limitation,” (d) references to a particular statute or regulation include all rules of construction: and regulations thereunder and any predecessor or successor statute, rules or regulation, in each case as amended or otherwise modified from time to time, (ae) words in the singular shall be held to or plural form include the plural and vice versasingular form, and words of one gender shall be held to include the other gender as the context requires; respectively, (bf) references to Articles, Sections, paragraphs, Exhibits, a particular Person include such Person’s successors and Schedules are references assigns to the Articles, Sections, paragraphs, Exhibits, and Schedules to extent not prohibited by this Agreement unless otherwise specified; and (cg) references all pronouns and any variations thereof refer to the masculine, feminine or neuter singular or plural as the identity of the Person or Persons may require. The terms “$hereof”, “herein”, “hereunder”, “hereto” shall mean United States dollars; (d) the word and “includingherewith” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” shall, unless otherwise specified; (e) the table of contentsstated, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (i) all terms defined . The word “or” shall not be exclusive. All references herein to “dollars” or “$” are to U.S. dollars. Any accounting term used in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto have, unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means specifically provided herein, the meaning customarily given such agreement or instrument as from time to time amendedterm in accordance with GAAP and all financial computations hereunder will be computed, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified specifically provided herein, any statute or regulation referred to in accordance with GAAP consistently applied. All references herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section period of days shall mean the relevant number of calendar days unless otherwise specified. Whenever any statute action must be taken hereunder on or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last a day of the period that is not a Business Day; (m) , then such action may be validly taken on or by the next day that is a Business Day. All references herein to any Person include such Person’s predecessors a “party” or successors, whether by merger, consolidation, amalgamation, reorganization, “parties” are to a party or otherwise; and (n) references parties to any contract (including this Agreement unless otherwise specified. The phrases “date of this Agreement) or organizational document are ,” “date hereof” and terms of similar impart, unless the context otherwise requires, shall be deemed to refer to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise stateddate set forth in the preamble of this Agreement.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless Unless the context otherwise requires, in this Royalty Purchase and Sale Agreement: (a) A term has the meaning assigned to it and an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP. (b) Unless otherwise defined, all terms that are defined in the UCC shall have the meanings stated in the UCC. (c) Words of the masculine, feminine or neuter gender shall mean and include the correlative words of other genders. (d) The definitions of terms shall apply equally to the singular and plural forms of the terms defined. (e) The terms “include”, “including” and similar terms shall be construed as if followed by the phrase “without limitation”. (f) Unless otherwise specified, references to an agreement or other document include references to such agreement or document as from time to time amended, restated, reformed, supplemented or otherwise modified in accordance with the terms thereof (subject to any restrictions on such amendments, restatements, reformations, supplements or modifications set forth herein or in any of the other Transaction Documents) and include any annexes, exhibits and schedules attached thereto. (g) References to any Applicable Law shall include such Applicable Law as from time to time in effect, including any amendment, modification, codification, replacement or reenactment thereof or any substitution therefor. (h) References to any Person shall be construed to include such Person’s successors and permitted assigns (subject to any restrictions on assignment, transfer or delegation set forth herein or in any of the other Transaction Documents), and any reference to a Person in a particular capacity excludes such Person in other capacities. (i) The word “will” shall be construed to have the same meaning and effect as the word “shall”. (j) The words “hereof,” ”, “herein” and ”, “hereunder” and words of similar import terms when used in this Royalty Purchase and Sale Agreement shall refer to this Royalty Purchase and Sale Agreement as a whole and not to any particular provision of hereof, and Article, Section and Exhibit references herein are references to Articles and Sections of, and Exhibits to, this Agreement; (i) all terms defined in this Royalty Purchase and Sale Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; specified. (k) unless otherwise In the computation of a period of time from a specified hereindate to a later specified date, any statute or regulation referred to herein the word “from” means such statute or regulation as amended, modified, supplemented or replaced “from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), including” and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day each of the period is not a Business Day; (m) references words “to” and “until” means “to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedbut excluding”.

Rules of Construction. Interpretation (a) Each of the parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with the advice of said independent counsel. Each party and its counsel cooperated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged between the parties shall be governed deemed the work product of the parties and may not be construed against any party by the following rules reason of construction: (a) words its preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in the singular shall be held to include the plural this Agreement against any party that drafted it is of no application and vice versa, and words of one gender shall be held to include the other gender as the context requires; is hereby expressly waived. (b) references to Articles, Sections, paragraphs, Exhibits, The words “this Agreement,” “herein,” “hereby,” “hereunder” and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “includinghereof” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contentsimport, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, 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 subdivision unless expressly so limited. The words “this Section,” “this subsection” and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The word “including” (in its various forms) means “including, without limitation.” Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms. Unless the context otherwise requires, all references to a specific time shall refer to Los Angeles time. The word “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if.” The term “dollars” and the symbol “$” mean United States Dollars. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. (c) In this Agreement; , except as the context may otherwise require, references to: (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement (including this Agreement), contract, statute or instrument defined regulation are to the agreement, contract, statute or referred to herein regulation as amended, modified, supplemented, restated or any agreement or instrument that is referred to herein means such agreement or instrument as replaced from time to time amended(in the case of an agreement or contract, modifiedto the extent permitted by the terms thereof and, or supplementedif applicable, including by waiver or consent, and references to all attachments thereto and instruments incorporated thereinthe terms of this Agreement); (kii) unless otherwise specified herein, any statute or regulation referred Authority includes any successor to herein means that Authority; (iii) any applicable law refers to such statute or regulation applicable law as amended, modified, supplemented or replaced from time to time (and, in the case of any statutestatutes, includes include any rules and regulations promulgated under such statute), ) and references to any section of any statute applicable law or regulation other law include any successor to such section; and (liv) all “days” mean calendar days; when calculating the period of time periods within which, or following which which, any payment act is to be made done or act step taken pursuant to be done this Agreement, the date that is the reference day in calculating such period shall be calculated by excluding the date on which the period commences excluded and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day; (m) references to any Person include , then such Person’s predecessors action may be validly taken on or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statednext day that is a Business Day.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, Exhibits and Schedules are references to the Articles, Sections, paragraphs, Exhibits, Exhibits and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole whole, and not to any particular provision of this Agreement; (i) all terms defined in this Agreement shall have the defined meanings when used in any any, certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, modified or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statement that a document has been “delivered,” “provided” or “made available” to the Reinsurer means that such document has been uploaded to the Data Room not later than three (3) Business Days prior to the date of this Agreement; (l) any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (lm) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (mn) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, reorganization or otherwise; and (no) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented, supplemented or replaced from time to time, unless otherwise stated.

Rules of Construction. Interpretation The definitions of this Agreement terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be governed deemed to be followed by the following rules of construction: phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) words 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, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in the singular shall be held to include the plural and vice versaother Loan Documents), and words of one gender shall be held to include the other gender as the context requires; (b) references any definition of or reference to Articlesany statute, Sectionslaw, paragraphsrule or regulation shall be construed as referring thereto as from time to time amended, Exhibitssupplemented or otherwise modified (including by succession of comparable successor statutes, rules or regulations), and Schedules are references to the Articlesstatutory rules, Sectionsregulations, paragraphsorders and provisions interpreting such statute, Exhibitslaw, and Schedules to this Agreement unless otherwise specified; rule or regulation, (c) references any reference herein to “$” any Person shall mean United States dollars; be construed to include such Person’s successors and assigns, (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “herein”, “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall be construed to refer to this Agreement as a whole in its entirety and not to any particular provision of hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement; , and (if) all terms defined in this Agreement the words “asset” and “property” shall be construed to have the defined meanings when used in same meaning and effect and to refer to any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified, or supplementedand all tangible and intangible assets and properties, including by waiver or consentcash, securities, accounts and references contract rights. Any reference herein to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified hereina merger, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (l) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references to any Person include such Person’s predecessors or successors, whether by mergertransfer, consolidation, amalgamation, reorganizationassignment, sale, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplementeddisposition, or replaced from time similar term, shall be deemed to timeapply to a division of or by a limited liability company, unless otherwise statedor an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, or disposition, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person).