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 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 “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 , and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of this Agreement unless otherwise specified. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” All terms defined in this Agreement shall have the defined meanings contained herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) . 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. Unless explicitly stated otherwise herein, any agreement agreement, instrument 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 time, amended, modified, qualified or supplemented, including in the case of agreements and instruments) by waiver or consent, consent and references to (in the case of statutes) by succession of comparable successor statutes and all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute or regulation referred . References to herein means such statute or regulation as amended, modified, supplemented or replaced from time a Person are also to time (and, in the case of any statute, includes any rules its permitted successors 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 statedassigns.

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 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 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 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 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 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: (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 For purposes of this Agreement shall be governed by the following rules of constructionAgreement: (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, any pronoun shall include the corresponding masculine, feminine and neuter forms; (b) references to Articleswhere the context so requires or permits, Sections, paragraphs, 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 specifieduse of the plural form includes the singular; (c) references to the words “$include,” “includes” and “including” shall mean United States dollarsbe deemed to be followed by the phrase “without limitation”; (d) the word all references to “includingparty” and words of similar import when used in “parties” shall be deemed references to parties to this Agreement Agreement, unless the context shall mean “including without limiting the generality of the foregoing,” unless otherwise specifiedrequire; (e) the table of contents, articles, titles and headings contained except as specifically otherwise provided in this Agreement, a reference to an Article, 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 a Schedule or Exhibit of or to this Agreement; (f) this Agreement the term “or” is used in its inclusive sense and shall be construed without regard deemed to any presumption or rule requiring construction or interpretation against have the Party drafting or causing any instrument to meaning “and/or”, and, together with the terms “either” and “any” shall not be draftedexclusive; (g) the Schedules and Exhibits referred to herein term “any” shall be construed with and as an integral part of this Agreement deemed to have the same extent as if they were set forth verbatim hereinmeaning “any and/or all”; (h) unless the context otherwise requireswhen used in this Agreement, the words such as “herein”, “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 Schedules and Exhibits hereto, and not to any particular provision of this Agreement, unless the context clearly requires otherwise; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate reference to any Contract or other document made or delivered pursuant hereto instrument or to any Law is to it as amended and supplemented from time to time through the date of the Closing (and in the case of any Law, to any successor provisions, and to any rules and regulations promulgated thereunder, in effect as of the date of this Agreement and as of the date of the Closing), unless otherwise defined thereinthe context requires otherwise; (j) any agreement or instrument defined or referred reference to herein or any agreement or instrument that is referred to herein means a Person shall include the permitted successors and assigns of such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, Person; and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified hereinany reference to any materials, including any statute document, report, record, file or regulation referred to herein means such statute or regulation as amendedother data, modified, supplemented or replaced from time to time (andshall, in the case of any statuteeach case, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to form or medium of 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 materials (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 statedelectronic form).

Rules of Construction. Interpretation of In this Agreement shall be governed by the following rules of construction: Agreement, (a) words in the singular shall be held deemed to include the plural and vice versa, versa and words of one gender shall be held deemed to include the other gender genders as the context requires; (b) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules, Exhibits and Appendices hereto) and not to any particular provision of this Agreement; (c) Article, Section, Schedule, Exhibit and Appendix references to Articles, Sections, paragraphs, Exhibits, and Schedules are references to the Articles, Sections, paragraphsSchedules, Exhibits, Exhibits and Schedules Appendices to this Agreement unless otherwise specified; (cd) unless otherwise stated, all references to “$” any agreement (including this Agreement) shall mean United States dollarsbe deemed to include the exhibits, schedules and annexes (including all Schedules, Exhibits and Appendixes) to such agreement; (de) 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; (ef) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall word “or” need 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 draftedexclusive; (g) unless otherwise specified in a particular case, the Schedules and Exhibits referred word “days” refers 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 hereincalendar days; (h) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unless otherwise specified; (i) unless expressly stated to the context otherwise requirescontrary in this Agreement, all references to “the words “date hereof,” “herein” and “hereunderthe date of this Agreement” and words of similar import when used in this Agreement shall refer all be references to this Agreement as a whole March 30, 2022; 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 the word “extent” and the phrase “to the extent” shall mean the degree (if any) to which a subject 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 consentother thing extends, and references to all attachments thereto and instruments incorporated therein; (k) unless otherwise specified herein, any statute such word 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 phrase 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 statedmerely mean “if”.

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 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, subsections, paragraphs and clauses refer to articles, sections, subsections, paragraphs and clauses, respectively, 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” expressly stated otherwise. The section 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 other 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 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 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. Unless otherwise expressly indicated, any certificate 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) unless otherwise specified herein, any . Any statute defined 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 shall include all rules and regulations promulgated thereunder. References to “day” or “days” are to calendar days and whenever any action must be taken under such statute), and references to any section of any statute this Agreement 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 , then that action may be validly taken on or by the next day that is a Business Day. References to a Person are also to its permitted successors and assigns. In the event that any claim is made by any Person relating to any Person include such Person’s predecessors conflict, omission or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including ambiguity in this Agreement) , no presumption or organizational document are to burden of proof or persuasion shall be implied by virtue of the contract fact that this Agreement was prepared by or organizational document as amended, modified, supplemented, at the request of a particular Person 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 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 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 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 this Agreement shall be governed by the The following rules of constructionconstruction 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 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 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 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 The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be governed by deemed to limit or 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) 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 provisions hereof. The language used in this Agreement shall mean “including without limiting will be deemed to be the generality language chosen by the parties to express their mutual intent, and no rules 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 strict construction will be applied against any way the meaning or interpretation of this Agreement; (f) this party. 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 disfavoring any party by virtue of the Party drafting or causing authorship of any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part provisions of this Agreement to or any of the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the Transaction Documents. 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 . 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 set forth 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. Whenever the words “include”, “includes” or “including” are used in any certificate this Agreement, they shall be deemed to be followed by the words “, but not limited to,”, whether or other document made not they are in fact followed by those words or delivered pursuant hereto unless words of like import. Except as the context may otherwise defined therein; (j) require, references to any agreement or instrument defined or referred contract are to herein or any that agreement or instrument that is referred to herein means such agreement contract as amended or instrument as supplemented from time to time amendedin accordance with the terms hereof and thereof; provided, modifiedhowever, that with respect to any agreement or supplementedcontract listed on any Schedules hereto, including by waiver all such amendments 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, supplements must also be listed in the case of any appropriate Schedule. References to a statute shall be to such 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 amended from time to time, and to the rules and regulations promulgated thereunder; provided, however, that for the purposes of the representations and warranties set forth herein, with respect to any violation or alleged violation of any statute, the reference to such statute means such statute as in effect at the time of such violation or alleged violation. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise stated.specified, from and including or through and including, respectively

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 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 Unless the context of this Agreement shall be governed by otherwise clearly requires, the following rules of constructionconstruction shall apply to this Agreement and each of the other Loan Documents: (ai) words in references to the plural include the singular shall be held to include the plural (and vice versa), the plural, the part and the whole, and the words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, “include,” “includes,” 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 be deemed to be followed by the phrase “including without limiting the generality of the foregoing,” unless otherwise specifiedlimitation”; (eii) 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,” “hereunder,” “hereto,” 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 a whole whole; (iii) article, section, subsection, clause, schedule, and not exhibit references are to this Agreement or other Loan Document, as the case may be, unless otherwise specified; (iv) reference to any particular provision of this AgreementPerson includes such Person’s successors and assigns; (iv) all terms defined in reference to any document, instrument, or agreement, including this Agreement shall have and any other Loan Document together with the defined meanings when used in any certificate schedules and exhibits hereto 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 thereto, means such document, instrument, or agreement as amended, restated, replaced, refinanced, supplemented, substituted, increased, extended, superseded, or instrument as otherwise modified from time to time amendedtime; (vi) relative to the determination of any period of time, modified, or supplemented“from” means “from and including,” “to” means “to but excluding,” and “through” means “through and including;” (vii) 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 by waiver or consentcash, securities, accounts and references to all attachments thereto and instruments incorporated thereincontract rights; (kviii) unless otherwise specified herein, any statute section headings herein and in each other Loan Document are included for convenience only and shall not affect the interpretation of this Agreement 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 sectionLoan Document; (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; (mix) references to any Person include such Person’s predecessors Loan Document or successorsany other document, whether by merger, consolidation, amalgamation, reorganizationinstrument, or otherwise; agreement is deemed to include a reference to all annexes, schedules, and exhibits thereto, and (nx) unless otherwise specified, all references herein to times of day shall be 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 statedprevailing Mountain Time.

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 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 be deemed to be followed by the phrase “including without limiting the generality of the foregoinglimitation,” unless and the term “or” 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,” and “hereby,” “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 to any agreement, instrument or document 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 amendedinclude all alterations, modifiedamendments, or supplementedchanges, including by waiver or consentrestatements, extensions, modifications, renewals, substitutions, joinders and references to all attachments supplements thereto and instruments incorporated therein; thereof, as applicable (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 subject to any section of any statute or regulation include any successor to restrictions on 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 alterations, amendments, changes, restatements, extensions, modifications, renewals, substitutions, joinders 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 successorssuccessors and assigns. Except as otherwise provided herein, whether by merger, consolidation, amalgamation, reorganizationany reference herein to the repayment in full of an obligation shall mean the payment in full in cash of such obligation, or otherwise; in such other manner as may be approved in writing by the requisite holders or representatives in respect of such obligation. For all purposes of the interpretation or construction of this Agreement under the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Quebec, (a) “personal property” shall include “movable property”, (b) “real property” shall include “immovable property”, (c) “tangible property” shall include “corporeal property”, (d) “intangible property” shall include “incorporeal property”, (e) “security interest”, “mortgage” and “lien” shall include a “hypothec”, “prior claim” and a “resolutory clause”, (f) all references to filing, registering or recording under the UCC or PPSA shall include publication under the Civil Code of Quebec, (g) all references to “perfection” of or “perfected” liens or security interest shall include a reference to an “opposable” or “set up” lien or security interest as against third parties, (h) any “right of offset”, “right of setoff” or similar expression shall include a “right of compensation”, (i) “goods” shall include corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, (j) an “agent” shall include a “mandatary”, (k) “construction liens” shall include “legal hypothecs”, (l) “joint and several” shall include “solidary”, (m) “gross negligence or willful misconduct” shall be deemed to be “intentional or gross fault”, (n) references to any contract “beneficial ownership” shall include “ownership on behalf of another as mandatary”, (including this Agreemento) or organizational document are to the contract or organizational document as amended“easement” shall include “servitude”, modified(p) “priority” shall include “prior claim”, supplemented(q) “survey” shall include “certificate of location and plan”, or replaced from time to time, unless otherwise statedand (r) “fee simple title” shall include “absolute ownership”.

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 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 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 “$without limitation;” shall mean United States dollars; (d) the word “including” meaning assigned to each capitalized term defined and words of similar import when used in this Agreement shall mean “including without limiting is equally applicable to both the generality singular and the plural forms of the foregoing,” unless otherwise specifiedsuch term, and words denoting any gender include all genders; (e) where a word or phrase is defined in this Agreement, each of its other grammatical forms has a corresponding meaning unless the table context otherwise requires; (f) a reference to any specific Law or to any provision of contentsany Law includes any amendment to, articlesand any modification, titles re-enactment or successor thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued or promulgated thereunder or pursuant thereto, except that, for purposes of any representations and warranties in this Agreement that are made as a specific date, references to any specific Law will be deemed to refer to such legislation or provision (and all rules, regulations and statutory instruments issued or promulgated thereunder or pursuant thereto) as of such date; (g) references to any agreement or Contract are to that agreement or Contract as amended, modified or supplemented as of the date of this Agreement or, thereafter from time to time; (h) the word “or” shall not be exclusive (i.e., “or” shall be deemed to mean “and/or”); (i) all references to “dollars” or “$” 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 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 shall be governed by the following rules of construction: (a) words in the singular All pronouns or any variation thereof shall be held deemed to include refer to the plural and vice versamasculine, and words of one gender shall be held to include the other gender feminine or neuter, singular or plural, as the context requiresidentity of the Person(s) may require; (b) references when reference is made in this Agreement to Articlesan Article, SectionsSection, paragraphsParagraph, ExhibitsClause, and Schedules are references Schedule, Exhibit or Annex, such reference will be to the Articlesan article, Sectionssection, paragraphsparagraph, Exhibitsclause, and Schedules schedule, exhibit or annex to this Agreement unless otherwise specifiedindicated; (c) references whenever the words “include,” “includes” or “including” are used in this Agreement, they will 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 references in this Agreement shall mean to “including without limiting the generality writing” or comparable expressions include a reference to a written document transmitted by means of the foregoing,” unless otherwise specifiedelectronic mail in portable document format (.pdf), facsimile transmission or comparable means of communication; (e) the table words “hereof”, “herein”, “hereto” and “hereunder”, and words of contentssimilar import, articles, titles and headings contained when used in this Agreement, shall refer to this Agreement are for reference purposes only as a whole, including all Exhibits and shall Schedules attached to this Agreement, and not affect in to any way the meaning or interpretation provision of this Agreement; (f) this Agreement shall be construed without regard references to any presumption “day” or rule requiring construction or interpretation against the Party drafting or causing any instrument “days” are to be draftedcalendar days; (g) references to “the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement date hereof” are 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 date of this Agreement; (ih) all terms defined in the term this “Agreement” shall be construed as a reference to this Agreement shall as the same may have the defined meanings when used in any certificate been, 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 may from time to time be, amended, modified, varied, novated or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (ki) unless otherwise specified hereinspecified, any references to a 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 any statute, and includes any rules successor legislation thereto and any 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 thereunder in effect on the date on which the period commences of this Agreement; 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 such Person’s predecessors “dollars” or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references to any contract (including this Agreement) or organizational document “$” are to United States of America dollars. Whenever in this Agreement any Party is permitted to take an action or make a decision in its “sole discretion”, the contract Parties acknowledge that such Party is entitled to make such decision or organizational document as amendedtake such action in such Party’s sole and absolute and unfettered discretion and shall be entitled to make such decision or take such action without regard for the interests of any other Person and for any reason or no reason whatsoever. Each Party hereto acknowledges, modifiedand agrees to accept, supplemented, or replaced from time all risks associated with the granting to time, unless otherwise statedthe other Parties of the ability to act in such unfettered manner.

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 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 “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, into articles, titles sections and other portions and the insertion of headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning construction or interpretation hereof. Unless otherwise indicated, all references to an “Article” or “Section” followed by a number or a letter refer to the specified Article or Section of this Agreement; (f) . The terms “this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words Agreement,” “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall expressions refer to this Agreement as a whole (including the Disclosure Letter hereto) and not to any particular provision of this Agreement; Article, Section or other portion hereof. Unless otherwise specifically indicated or the context otherwise requires, (ia) all references to “dollars” or “$” 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 a part hereof. Unless otherwise indicated, all references to any Person include such Person’s predecessors an “Exhibit” followed by a number or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references a letter refer to any contract (including 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 organizational document are to question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the contract parties hereto and no presumption or organizational document as amended, modified, supplemented, burden of proof shall arise favoring or replaced from time to time, unless otherwise stateddisfavoring any party hereto by virtue of the authorship of any of the provisions 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; (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 in 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, the Station Divestitures and the Sharing Station Acquisitions. 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 phrase “made available” with respect to documents shall be deemed to include any documents filed with or furnished to the SEC at least one (and, 1) Business Day prior to the date of this Agreement. 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 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 (i) "This Agreement" means this Agreement instrument as originally executed, including the Annexes, Exhibits and Schedules hereto, or as it may be from time to time supplemented or amended by one or more supplements or amendments hereto entered pursuant to the applicable provisions hereof; (ii) "includes" and "including" are not limiting, and, in each case, shall be governed construed as if followed by the following rules words "without limitation," "but not limited to" or words of construction: similar import; 43 49 (iii) "may not" is prohibitive, and not permissive; (iv) "shall" is mandatory, and not permissive; (v) "or" is not exclusive (i.e., if a party "may do (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) or (c)," then the party may do all of, any one of, or any combination of, (a), (b) or (c)) unless the context expressly provides otherwise; (vi) all references in this instrument to designated Articles, Sections, paragraphs, Exhibits, and Schedules are references to the designated Articles, Sections, paragraphsAnnexes, Exhibits, and Schedules to of this Agreement unless otherwise specifiedinstrument as originally executed; (cvii) all references herein to constitutions, treaties, statutes, laws, rules, regulations, ordinances, codes or orders include any successor thereto or replacement thereof, and mean references to “$” shall mean United States dollarsany of them as amended, modified or supplemented from time to time; (dviii) the word “including” words "herein," "hereof," "hereto" and "hereunder" 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 as a whole and not to any particular provision of this AgreementArticle, Section or other subdivision; (iix) all terms used herein which are defined in this Agreement shall have the defined meanings when used in any certificate Securities Act, the Exchange Act 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 thereunder have the meanings assigned 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 otherwisethem therein unless otherwise defined herein; and (nx) references all accounting terms not otherwise defined herein have the meaning assigned 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.them in accordance with GAAP. ARTICLE X GENERAL PROVISIONS SECTION 10.1

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 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 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 “$” shall mean United States dollars; (d) the word “including” and words of similar import when used The headings contained in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) and in the table of contents, articles, titles and headings contained in contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) . All Exhibits and Schedules hereto are hereby incorporated in and made a part of this Agreement as if set forth in full herein. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The word “will” shall be construed to have the same meaning as the word “shall”. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without regard limitation”. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The word “or” shall not be exclusive and have the meaning represented by the term “and/or”. All references to “dollars” or “$” shall refer to the lawful currency of the United States. Unless the context requires otherwise (i) any definition of or 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 Law 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 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 Law as from time to time amended, supplemented or otherwise modified, or supplemented, including by waiver or consent, succession of comparable successor statutes 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 thereunder, (ii) any reference herein to any Person shall be construed to include such statute)Person’s successors and permitted assigns in accordance with the terms and conditions of this Agreement, (iii) the words “herein”, “hereof” and “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 (liv) all time periods within or following which any payment is 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. The word “Law” shall be deemed to be made preceded by the word “applicable”. Any reference to “breach”, “default” or act to be done “violation” shall be calculated deemed followed by excluding the phrase “with or without notice or lapse of time or both” whether or not so specified. The word “within” with respect to a particular day or date on which shall mean a period ending at the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if end of such day or date. Whenever the last day for the exercise of any privilege or the period discharge of any duty hereunder shall fall upon a day that is not a Business Day; (m) references to any Person include , the party hereto having such Person’s predecessors privilege or successors, whether by merger, consolidation, amalgamation, reorganization, duty may exercise such privilege or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to discharge such duty on the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statednext succeeding day which is a Business Day.

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 “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, into articles, titles sections and other portions and the insertion of headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning construction or interpretation hereof. Unless otherwise indicated, all references to an “Article” or “Section” followed by a number or a letter refer to the specified Article or Section of this Agreement; (f) . The terms “this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words Agreement,” “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall expressions refer to this Agreement as a whole (including the QEPM Disclosure Schedule and the TLLP Disclosure Schedule) and not to any particular provision of this Agreement; Article, Section or other portion hereof. Unless otherwise specifically indicated or the context otherwise requires, (ia) all references to “dollars” or “$” 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 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 Articles, Sections, paragraphs, Exhibits, the terms “Article,” “Section,” “paragraph,” “clause,” “Exhibit” and Schedules “Schedule” are references to the Articles, Sections, paragraphs, Exhibitsclauses, Exhibits and Schedules to of this Agreement unless otherwise specified; , (c) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto, (d) references to “$” shall mean United States U.S. dollars; , (de) 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; , (ef) the word “or” shall not be exclusive, (g) references to “written” or “in writing” include in electronic form, (h) unless the context requires otherwise, references to “party” shall mean Agilent or Keysight, as appropriate, and references to “parties” shall mean Agilent and Keysight, (i) provisions shall apply, when appropriate, to successive events and transactions, (j) 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; , (fk) 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 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; (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 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 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 Each of the parties hereto 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 hereto 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 among the parties hereto shall be governed deemed the work product of the parties and may not be construed against any party hereto 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 this Agreement against any party that drafted it is of no application and is hereby expressly waived. All references in this Agreement to include the plural and vice versaSchedules, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits, subsections and Schedules are references other subdivisions refer to the corresponding Schedules, Articles, Sections, paragraphs, Exhibits, subsections and Schedules to other subdivisions of this Agreement unless otherwise specified; (c) references to expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. The words “$this Agreement,” shall mean United States dollars; (d) the word “includingherein,” “hereby,” “hereunder” and “hereof” 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 this Agreement; similar import, refer only to the Sections or subsections hereof in which such words occur. The word “including” (iin its various forms) all terms defined in this Agreement means “including, without limitation.” Any reference to a 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 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 include any rules and regulations promulgated under such statute)thereunder, and references any reference to any section of any statute law, regulation, rule, agreement, certificate or regulation bylaw in this Agreement shall be a reference to such law, regulation, rule, agreement, certificate or bylaw as amended. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any successor to such section; other gender and words, terms and titles (lincluding terms defined herein) all time periods within or following which any payment is to be made or act to be done in the singular form shall be calculated by excluding construed to include the date on which the period commences plural 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 timevice versa, unless the context otherwise statedexpressly 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.

Rules of Construction. Interpretation of Whenever it is provided in this Agreement that a party "may" perform an act or do anything, it shall be governed by the construed that such party "may, but shall not be obligated to," so perform or so do. The following rules of constructionwords and phrases shall be construed as follows: (ai) words in the singular "at any time" shall be held construed as "at any time or from time to include the plural and vice versa, and words of one gender time;" (ii) "any" shall be held construed as "any and all;" (iii) "include" and "including" shall be construed as "including but not limited to;" and (iv) "will" and "shall" shall each be construed as mandatory. Except as otherwise specifically indicated herein, all references to include the other gender as the context requires; (b) references Article, Section and Sub-Section numbers and letters shall refer to Articles, Sections, paragraphs, Exhibits, Sections 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 Sub-Sections of this Agreement; (f) this Agreement all references to Exhibits and Schedules 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 refer to the same extent as if they were set forth verbatim Exhibits and Schedules attached to this Agreement. The words "hereby", "hereof", "hereto", "herein; (h) unless the context otherwise requires, the words “hereof,” “herein” " and “"hereunder” " and words of any similar import when used in this Agreement terms shall refer to this Agreement as a whole and not to any particular Article, Section or Sub-Section. The word "hereafter" shall mean after the date this Agreement is executed and delivered by the parties hereto, and the word "heretofore" shall mean before such date. Words of the masculine, feminine or neuter gender shall mean and include the correlative words of other genders, and words importing the singular number shall mean and include the plural number and vice versa. The Article headings are inserted in this Agreement for convenience only and are not intended to, and shall not be construed to limit, enlarge or affect the scope or intent of this Agreement or the meaning of any provision hereof. Any accounting terms used in this Agreement which are not specifically defined shall have the meaning customarily given them in accordance with GAAP; provided, however, that, in the event that changes in generally accepted accounting principles shall be mandated by the Financial Accounting Standards Board, or any similar accounting body of comparable standing, or shall be recommended by the Borrower's certified public accountants, to the extent that such changes would modify such accounting terms or the interpretation or computation thereof, such changes shall be followed in defining such accounting terms only from and after such date as the Borrower and the Bank shall have amended this Agreement to the extent necessary to reflect any such changes in the financial covenants and other terms and conditions of this Agreement; (i) all . All other terms defined contained in this Agreement shall shall, when the context so indicates, have the defined meanings when provided for by the UCC to the extent the same 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, 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 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 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. (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 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 stateda “third party” means an “unaffiliated third party”.

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 stated.refer 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. EXECUTION VERSION

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 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 this Agreement the 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 Articlesthe terms Article, SectionsSection, paragraphs, Exhibits, paragraph and Schedules Exhibit are references to the Articles, Sections, paragraphs, Exhibits, paragraphs and Schedules Exhibits to this Agreement unless otherwise specified; (c) the terms “hereof”, “herein”, “hereby”, “hereto”, and derivative or similar words refer to this entire Agreement, including the Disclosure Schedule and Exhibits hereto; (d) references to “$” shall mean United States U.S. dollars; (de) 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; (ef) the table of contents, articles, titles and word “or” shall not be exclusive; (g) references to “written” or “in writing” include in electronic form; (h) 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 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 AgreementTransaction Agreements; (i) all terms defined each party hereto has participated in this Agreement the negotiation and drafting of the Transaction Agreements and if an ambiguity or question of interpretation should arise, the Transaction Agreements shall have be construed as if drafted jointly by the defined meanings when used parties thereto and no presumption or burden of proof shall arise favoring or burdening any party by virtue of the authorship of any of the provisions in any certificate or other document made or delivered pursuant hereto unless otherwise defined thereinof the Transaction Agreements; (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 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 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 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, (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, modifiedrestated, supplemented or supplementedotherwise modified (subject to any restrictions on such amendments, including by waiver restatements, supplements or consentmodifications set forth herein), (vii) 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), (kviii) 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 (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(ix) (h) any use of the term “knowledge” or “actual knowledge” in this Agreement or any other Facility Document shall mean actual knowledge by a Responsible Officer of such party and (x) each reference to time without further specification shall mean New York, New York time.

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. 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 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 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 timehave, 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 consistently applied. All references herein to any period of days shall mean the relevant number of calendar days unless otherwise specified. All references herein to a “party” or “parties” are to a party or parties to this Agreement unless otherwise specified.

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 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 time without further specification shall mean the contract or organizational document as amendedlocal time in New York, modified, supplemented, or replaced from time to time, unless otherwise statedNew York.

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 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 Agreement, the terms and conditions of the Ancillary Agreement 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 Schedule 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 Leucadia or Crimson, as appropriate, and references to “parties” shall mean Leucadia and Crimson; (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) Leucadia and Crimson 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 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 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, Recital, 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 “$” shall mean United States dollarsdollars and any “$” or “dollar” amounts referred to in Articles III, IV or V shall be calculated based on the exchange rate as of March 31, 2009; (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 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; (g) the word “liability” or words of contents, articles, titles and headings contained similar import when used in this Agreement (other than in the definition of Losses) shall be deemed to include any liabilities or obligations, whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due; (h) the phrase “applicable Law” when used as an exception, limitation or restriction on, or in connection with, any obligation of a party to take or refrain from taking any action pursuant to a covenant or agreement contained herein shall be deemed to mean Laws generally applicable to Persons engaged in the industries in which the Company and the Transferred Subsidiaries operate, (i) the headings are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreementthe Transaction Agreements; (fj) this Agreement the Transaction Agreements shall be construed 196 without regard to any presumption or rule requiring construction or interpretation against the Party party drafting or causing any instrument to be drafted; (gk) 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 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 sectioncorresponding meaning; (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 statute, listing rule, rule, standard, regulation or other law include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; a reference to (A) the corresponding rules and regulations 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 (m) 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: (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 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 “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, into articles, titles sections and other portions and the insertion of headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning construction or interpretation hereof. Unless otherwise indicated, all references to an “Article” or “Section” followed by a number or a letter refer to the specified Article or Section of this Agreement; (f) . The terms “this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words Agreement,” “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall expressions refer to this Agreement as a whole (including the Buyer Disclosure Schedule and the Seller Disclosure Schedule) and not to any particular provision of this Agreement; Article, Section or other portion hereof. Unless otherwise specifically indicated or the context otherwise requires, (ia) all references to “dollars” or “$” 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 any Person include such Person’s predecessors an “Exhibit” followed by a number or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references a letter refer to any contract (including 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 organizational document are to question of intent or interpretation arises, it is the contract intent of the parties hereto that this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or organizational document as amended, modified, supplemented, burden of proof shall arise favoring or replaced from time to time, unless otherwise stateddisfavoring any person by virtue of the authorship of any of the provisions 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, 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 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 For all purposes 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 versaIndenture, and words of one gender shall be held to include the other gender except 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 “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning expressly provided or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, : (1) the terms defined in this Indenture have the meanings assigned to them in this Indenture; (2) “or” is not exclusive; (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP; (4) the words “hereofherein,” “hereinhereof” and “hereunder” and other words of similar import when used in this Agreement shall refer to this Agreement Indenture as a whole and not to any particular provision of this AgreementArticle, Section or other subdivision; (i5) all terms defined references to “$” or “dollars” shall refer to the lawful currency of the United States of America; 67 (6) the words “include,” “included” and “including,” as used herein, shall be deemed in this Agreement shall have each case to be followed by the defined meanings when used in any certificate phrase “without limitation,” if not expressly followed by such phrase or other document made or delivered pursuant hereto unless otherwise defined thereinthe phrase “but not limited to”; (j7) any agreement or instrument defined or referred words in the singular include the plural, and words in the plural include the singular; (8) references to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modifiedsections of, or supplementedrules under, 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 Securities Act shall be calculated deemed to include substitute, replacement or successor sections or rules adopted 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 SEC from time to time; (9) any reference to a Section, Article or clause refers to such Section, Article or clause of this Indenture; (10) notwithstanding any provision of this Indenture, no provision of the TIA shall apply or be incorporated by reference into this Indenture or the Notes, except as specifically set forth in this Indenture; and (11) unless otherwise stated.provided in this Indenture or in any Note, the words “execute”, “execution”, “signed”, and “signature” and words of similar import used in or related to any document to be signed in connection with this Indenture, any Note or any of the transactions contemplated hereby (including amendments, waivers, consents and other modifications) shall be deemed to include electronic signatures and the keeping of records in electronic form, each of which shall be of the same legal effect, 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 as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other similar state laws based on the Uniform Electronic Transactions Act, provided that, notwithstanding anything herein to the contrary, the Trustee and Note Collateral Agent are not under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Trustee or Note Collateral Agent pursuant to procedures approved by the Trustee or Note Collateral Agent. Section 104. [Reserved]. Section 105. [Reserved]. Section 106. Compliance Certificates and Opinions. Upon any application or request by the Company or by any other obligor upon the Notes (including any Guarantor) to the Trustee or the Note Collateral Agent to take any action under any provision of this Indenture, the Company or such other obligor (including any Guarantor), as the case may be, shall furnish to the Trustee or the Note Collateral Agent such certificates (other than on the Issue Date in connection with (i) the issuance, authentication and delivery of the Initial Notes, (ii) a supplemental indenture pursuant to Section 501(a)(i) or 501(b) or (iii) the addition of new

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 “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, into articles, titles sections and other portions and the insertion of headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning construction or interpretation hereof. Unless otherwise indicated, all references to an “Article” or “Section” followed by a number or a letter refer to the specified Article or Section of this Agreement; (f) . The terms “this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words Agreement,” “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall expressions refer to this Agreement as a whole (including the Disclosure Letters hereto) and not to any particular provision of this Agreement; Article, Section or other portion hereof. Unless otherwise specifically indicated or the context otherwise requires, (ia) all references to “dollars” or “$” 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 any Person include such Person’s predecessors an “Exhibit” followed by a number or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; and (n) references a letter refer to any contract (including 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 organizational document are to question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the contract parties hereto and no presumption or organizational document as amended, modified, supplemented, burden of proof shall arise favoring or replaced from time to time, unless otherwise stateddisfavoring any party hereto by virtue of the authorship of any of the provisions 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 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 (andix) unless otherwise provided herein, in the case of any statute, includes any rules and regulations promulgated under such statute), and references each reference 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 successorsmeans New York, 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 New York time, unless otherwise stated.

Rules of Construction. Interpretation of this Agreement The following provisions shall be governed by the following rules of constructionapplied where appropriate herein: (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,” “hereinhereby,” “hereunder,” “hereof” and “hereunder” and other equivalent words of similar import when used in this Agreement shall refer to this Agreement as a whole an entirety and not solely to the particular portion of this Agreement in which any such word is used; (b) 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 nor any other agreement, document or instrument referred to herein or executed and delivered in connection herewith shall be construed against any party as the principal draftsperson hereof or thereof; (f) all references or citations in this Agreement to statutes or regulations or statutory or regulatory provisions shall generally be considered citations to such statutes, regulations or provisions as in effect on the date hereof, except that when the context otherwise requires, such references shall be considered citations to such statutes, regulations or provisions as 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 provision section, article, exhibit or schedule means a section or article of, or an exhibit or schedule to, this Agreement unless another agreement is specified; (h) the exhibits and schedules attached hereto are incorporated herein by reference and shall be considered part of this Agreement; (i) all terms defined in this Agreement the words “including” and “include” and other words of similar import shall have be deemed to be followed by the defined meanings when used in phrase “without limitation” and shall not be limited by any certificate enumeration or other document made or delivered pursuant hereto unless otherwise defined thereinotherwise; (j) any agreement or instrument defined or referred the word “or” shall not be deemed 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, be exclusive; 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 symbol “$” 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 word “Dollars” 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 mean dollars 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 statedUnited States of America.

Rules of Construction. Interpretation of this Agreement The following provisions shall be governed by the following rules of constructionapplied wherever appropriate herein: (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,” “hereinhereby,” “hereunder,” “hereof” and “hereunder” and other equivalent words of similar import when used in this Agreement shall refer to this Agreement as a whole an entirety and not solely to the particular portion of this Agreement in which any such word is used; (b) 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) this Agreement and the other Transaction Documents shall be deemed to have been drafted by the parties and neither this Agreement nor any other Transaction Document shall be construed against any party as the principal draftsperson hereof or thereof; (f) any references herein to a particular provision Section, Article, Exhibit or Schedule means a Section or Article of, or an Exhibit or Schedule to, this Agreement unless another agreement is specified; (g) all references or citations in this Agreement to statutes or regulations or statutory or regulatory provisions shall, when the context requires, be considered references or citations to such statutes, regulations, or provisions directly or indirectly superseding such statutes, regulations, or provisions referenced or cited; (h) the Exhibits and Schedules attached hereto are incorporated herein by reference and shall be considered part of this Agreement; (i) all terms defined the headings in this Agreement shall have and the defined meanings when used in other Transaction Documents are for convenience of identification only and are not intended to describe, interpret, define or limit the scope, extent, or intent of the respective Transaction Documents or any certificate provision hereof or other document made or delivered pursuant hereto unless otherwise defined thereinthereof; (j) unless otherwise expressly provided, wherever the consent of any agreement Person is required or instrument defined or referred to herein or any agreement or instrument that is referred to herein means permitted herein, such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, consent may be withheld in such Person’s sole and references to all attachments thereto and instruments incorporated thereinabsolute discretion; (k) unless otherwise specified hereinthe word “including” or any variation thereof means including, 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 without limitation; 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 if any payment action is to be made taken by any party hereto pursuant to this Agreement, or act to be done shall be calculated by excluding the date any term set forth herein expires, 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 , such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganizationaction shall be taken, or otherwise; and (n) references to any contract (including this Agreement) or organizational document are to term shall expire, on the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statednext Business Day following such day.

Rules of Construction. Interpretation Unless the context otherwise clearly requires: (i) the definitions of this Agreement terms herein shall apply equally to the singular and plural forms of the terms defined; (ii) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms; (iii) the words “include”, “includes” and “including” shall be governed deemed to be followed 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 requiresphrase “without limitation”; (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; (div) the word “includingwill” 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 have the same meaning and effect as the word “shall”; (v) 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, modifiedsupplemented or otherwise modified (subject to any restrictions on such amendments, supplements or supplementedmodifications set forth herein); (vi) any reference herein to any Person shall be construed to include such Person’s successors and assigns; (vii) the words “herein”, including by waiver or consent“hereof” and “hereunder”, and references words of similar import, shall be construed to all attachments thereto refer to this Agreement in its entirety and instruments incorporated thereinnot to any particular provision hereof; (kviii) unless otherwise specified hereinall references herein to Sections and Schedules shall be construed to refer to Sections of, and Schedules to, this Agreement; (ix) any reference in this Agreement to a statute, any statute provision thereof or to any statutory instrument, order or regulation referred made thereunder shall be construed as a reference to herein means such statute statute, provision, statutory instrument, order or regulation as amendedthe same may have been, modified, supplemented or replaced may from time to time (andbe, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute amended 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 otherwisere-enacted; and (nx) references to any contract (including headings and sub-headings are for ease of reference only and shall not affect the interpretation 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 The following provisions shall be governed by the following rules of constructionapplied where appropriate herein: (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,” “hereinhereby,” “hereunder,” “hereof” and “hereunder” and other equivalent words of similar import when used in this Agreement shall refer to this Agreement as a whole an entirety and not solely to the particular portion of this Agreement in which any such word is used; (b) 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 nor any other agreement, document or instrument referred to herein or executed and delivered in connection herewith shall be construed against any party as the principal draftsperson hereof or thereof; (f) all references or citations in this Agreement to statutes or regulations or statutory or regulatory provisions shall generally be considered citations to such statutes, regulations or provisions as in effect on the date hereof, except that when the context otherwise requires, such references shall be considered citations to such statutes, regulations or provisions as 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 provision section, article, exhibit or schedule means a section or article of, or an exhibit or schedule to, this Agreement unless another agreement is specified; (h) the exhibits and schedules attached hereto are incorporated herein by reference and shall be considered part of this Agreement; (i) all terms defined in this Agreement the words “including” and “include” and other words of similar import 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 be deemed to be made or act to followed by the phrase “without limitation” and shall not be done shall be calculated limited 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, enumeration or otherwise; and (nj) 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 statedsymbol “$” and word “dollars” shall mean dollars of the United States of America.

Rules of Construction. Interpretation of this Agreement shall be governed by Unless the following rules of constructioncontext otherwise requires: (ai) words a capitalized term has the meaning assigned to it herein or, if no meaning is assigned herein, then the meaning assigned to it in the 2019 Purchase Agreement; (ii) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; (iii) 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 requirescase may be; (biv) any Contract, instrument or Law defined or referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented; (v) references to Annexes, Articles, SectionsSections and Exhibits shall refer to annexes, paragraphsarticles, Exhibitssections and exhibits of this Agreement, 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; (dvi) 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 AgreementAgreement or any provision thereof; (fvii) 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; (gviii) the Schedules and Exhibits referred to herein all monetary figures shall be construed with and as an integral part in U.S. dollars unless otherwise specified; (ix) if any period expires on a day which is not a Business Day or any event or condition is required by the terms 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 occur or be fulfilled on 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 day 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, such period shall expire or such event or condition shall occur or be fulfilled, as the case may be, on the next succeeding Business Day; (mx) references to any Person include "hereof", "herein", "hereunder", "hereby" and similar terms shall refer to this entire Agreement (including the Annexes, Schedules and Exhibits hereto); (xi) whenever this Agreement refers to a number of days, such Person’s predecessors number shall refer to calendar days, unless such reference is specifically to "Business Days"; (xii) references to "including" in this Agreement shall mean "including, without limitation," whether or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwisenot so specified; and (nxiii) references to any contract (including this Agreement) or organizational document are the word "extent" in the phrase "to the contract extent" shall mean the degree to which a subject or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise stated.other thing extends and such phrase shall not mean "if". [Signature Pages Follow]

Rules of Construction. Interpretation All references in this Agreement and Assignment to Exhibits, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Sections, subsections and other subdivisions of or to this Agreement and Assignment unless expressly provided otherwise. Titles appearing at the beginning of any Sections, subsections and other subdivisions of this Agreement and Assignment are for convenience only, do not constitute any part of this Agreement and Assignment, and shall be governed disregarded in construing the language hereof. The words “this Agreement and Assignment,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement and Assignment as a whole and not to any particular Section, subsection or other subdivision unless expressly so limited. The words “this Article,” “this Section,” and “this subsection,” and words of similar import, refer only to Section or subsection hereof in which such words occur. Wherever the words “include,” “includes” or “including” are used in this Agreement and Assignment, they shall be deemed to be followed by the following rules of construction: words “without limiting the foregoing in any respect.” Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (aincluding terms defined herein) words in the singular form shall be held construed 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” . Exhibit 1 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 Exhibit 2 referred to herein or any agreement or instrument that is referred are attached 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 statedreference incorporated herein for all purposes.

Rules of Construction. Interpretation of this Agreement The following provisions shall be governed by the following rules of constructionapplied where appropriate herein: (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,” “hereinhereby,” and “hereunder,” “hereof’ and other equivalent words of similar import when used in this Agreement shall refer to this Agreement as a whole an entirety and not solely to the particular portion of this Agreement in which any such word is used; (b) 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, subject to the Accounting Practices; (e) neither this Agreement nor any other agreement, document or instrument referred to herein or executed and delivered in connection herewith shall be construed against any party as the principal drafts person hereof or thereof; (f) all references or citations in this Agreement to statutes or regulations or statutory or regulatory provisions shall generally be considered citations to such statutes, regulations or provisions as in effect on the date hereof, except that when the context otherwise requires, such references shall be considered citations to such statutes, regulations or provisions as 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 provision Section, Article, Exhibit or Schedule means a Section or Article of, or an Exhibit or Schedule to, this Agreement unless another agreement is specified; (h) the Exhibits and Schedules attached hereto are incorporated herein by reference and shall be considered part of this Agreement; (i) all terms defined in this Agreement the words “including” and “include” and other words of similar import 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 be deemed to be made or act to followed by the phrase “without limitation” and shall not be done shall be calculated limited 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, enumeration or otherwise; and (nj) 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 statedsymbol “$” and word “dollars” shall mean dollars of the United States of America.

Rules of Construction. Interpretation The definitions of terms in this Agreement 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.” 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 Transaction Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns (including any debtor-in- possession on behalf of such Person), (iii) the words “herein,” “hereof” and “hereunder,” 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 contentsany Transaction Document, 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 such Transaction Document in its entirety and not to any particular provision of this Agreement; thereof, (iiv) all terms defined in this Agreement shall have the defined meanings when used references in any certificate Transaction Document to Articles, Sections, subsections, clauses, Exhibits and Schedules shall be construed to refer to Articles and, Sections, subsections and clauses of, and Exhibits and Schedules to, the Transaction Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions (excluding those that are merely proposed) consolidating, amending, replacing or other document made interpreting such law and any reference to any law or delivered pursuant hereto regulation shall, unless otherwise defined therein; (j) any agreement or instrument defined or referred specified, refer 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 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, 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.

Rules of Construction. Interpretation of this Agreement The following provisions shall be governed by the following rules of constructionapplied wherever appropriate herein: (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,” “hereinhereby,” and “hereunder,” “hereof’ and other equivalent words of similar import when used in this Agreement shall refer to this Agreement as a whole an entirety and not solely to the particular portion of this Agreement in which any such word is used; (b) 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 U.S. GAAP; (e) this Agreement and the other Transaction Documents shall be deemed to have been drafted by both the Company and the Buyer and neither this Agreement nor any other Transaction Document shall be construed against any party as the principal draftsperson hereof or thereof; (f) any references herein to a particular provision Section, Article, Exhibit or Schedule means a Section or Article of, or an Exhibit or Schedule to, this Agreement unless another agreement is specified; (g) all references or citations in this Agreement to statutes or regulations or statutory or regulatory provisions shall, when the context requires, be considered citations to such successor statutes, regulations, or provisions; (h) the Exhibits and Schedules attached hereto are incorporated herein by reference and shall be considered part of this Agreement; (i) all terms defined the headings in this Agreement shall have and the defined meanings when used in other Transaction Documents are for convenience of identification only and are not intended to describe, interpret, define or limit the scope, extent, or intent of the respective Transaction Documents or any certificate or other document made or delivered pursuant hereto unless otherwise defined thereinprovision hereof; (j) unless otherwise expressly provided, wherever the consent of any agreement Person is required or instrument defined or referred to herein or any agreement or instrument that is referred to herein means permitted herein, such agreement or instrument as from time to time amended, modified, or supplemented, including by waiver or consent, consent may be withheld in such Person’s sole and references to all attachments thereto and instruments incorporated thereinabsolute discretion; (k) unless otherwise specified herein, any statute or regulation referred the words “include,” “includes” and “including” shall be deemed to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in be followed by 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 sectionphrase “without limitation”; (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 word “dollar” and the period commences and including the date on which the period ends and by extending the period symbol “$” refer to the first succeeding Business Day if the last day lawful currency of the period is not a Business DayUnited States of America; and (m) references any currency conversions made with respect 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 , including with respect to the contract or organizational document as amendedDisclosure Schedule, modified, supplemented, or replaced from time to time, unless otherwise statedwill be made at the applicable Monthly Exchange Rate.

Rules of Construction. Interpretation The division of this Agreement into articles, sections and other portions and the insertion of headings are for convenience of reference only and shall be governed not affect the construction or interpretation hereof. Unless otherwise indicated, all references to an "Article" or "Section" followed by a number or a letter refer to the following rules specified Article or Section of construction: this Agreement. The terms "this Agreement," "hereof," "herein" and "hereunder" and similar expressions refer to this Agreement (including the Disclosure Letters) 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 "$" mean United States dollars, (b) words in importing the singular shall be held to include the plural and vice versa, versa and words of one importing any gender shall include all genders, (c) "include," "includes" and "including" shall be held deemed to include be followed by the other gender words "without limitation," and (d) all words used as accounting terms shall have the context requires; meanings assigned to them under United States generally accepted accounting principles (b) references "GAAP"). In the event that any date on which any action is required to Articlesbe taken hereunder by any of the parties hereto is not a Business Day, Sections, paragraphs, Exhibits, such action shall be required to be taken on the next succeeding day that is a Business Day. Reference to any party hereto is also a reference to such party's permitted successors and Schedules are references to the Articles, Sections, paragraphs, Exhibits, and Schedules assigns. The Exhibits attached to this Agreement unless are hereby incorporated by reference into this Agreement and form part hereof. Unless otherwise specified; (c) indicated, all references to “$” shall mean United States dollars; (d) an "Exhibit" followed by a number or a letter refer to the word “including” specified Exhibit to this Agreement. The parties hereto have participated jointly in the negotiation 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 drafting of this Agreement; (f) . In the event an ambiguity or question of intent or interpretation arises, 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 disfavoring any person 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 in this Agreement shall refer to this Agreement as a whole and not to any particular provision provisions 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 This Agreement and the other Transaction Documents shall be deemed to have been drafted by both the Company and AVANTCE and neither this Agreement nor any other Transaction Document shall be construed against any party as the principal draftsperson hereof or thereof. The Exhibits and Schedules attached hereto are incorporated herein by reference and shall be considered part 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 Agreement. Other capitalized terms used in this Agreement and not defined in Section 1.01 shall mean “including without limiting have the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings meanings assigned to them elsewhere in this Agreement. The definitions 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 applicable to the same extent singular as if they were set forth verbatim well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. The words "hereof", "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 . When a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference shall be to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. 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. Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation". 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 . Any agreement, instrument 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) unless otherwise specified herein, any statute or regulation referred . References 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 a Person are also to such section; Person's predecessors (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; (mextent applicable) 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 statedpermitted successors and assigns.

Rules of Construction. Interpretation of this Agreement The following provisions shall be governed by the following rules of constructionapplied where appropriate herein: (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,” “hereinhereby,” and “hereunder,” “hereof”, and other equivalent words of similar import when used in this Agreement shall refer to this Agreement as a whole an entirety and not solely to the particular portion of this Agreement in which any such word is used; (b) 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) neither this Agreement nor any other agreement, document, or instrument referred to herein or executed and delivered in connection herewith shall be construed against any Party as the principal draftsperson hereof or thereof; (e) all references or citations in this Agreement to statutes or regulations or statutory or regulatory provisions shall generally be considered citations to such statutes, regulations, or provisions as in effect on the date hereof, except that when the context otherwise requires, such references shall be considered citations to such statutes, regulations, or provisions as in effect from time to time, including any successor statutes, regulations, or provisions directly or indirectly superseding such statutes, regulations, or provisions; (f) any references herein to a particular provision section, article, exhibit or schedule means a section or article of, or an exhibit or schedule to, this Agreement unless another agreement is specified; (g) the exhibits and schedules attached hereto are incorporated herein by reference and shall be considered part of this Agreement; (h) the words “including”, “include”, and other words of similar import shall be deemed to be followed by the phrase “without limitation” and shall not be limited by any enumeration or otherwise; (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 thereinword “or” is not exclusive; and (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 symbol “$” 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 word “dollars” 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 mean dollars 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 statedUnited States of America.

Rules of Construction. Interpretation The following rules shall be followed in interpreting the provisions of this Agreement shall be governed by the following rules of constructionLease: (a) words all attached Exhibits are incorporated into this document by reference and are made a part of this Lease. The inadvertent failure to attach any Exhibit described in this Lease to the singular fully executed Lease shall not render this Lease invalid, incomplete, or ineffective in any way. Upon notice from one party to the other, Landlord and Tenant shall cooperate in good faith to provide any missing information regarding the missing Exhibit, and each shall append the missing Exhibit to their respective executed original of this Lease. The term "Lease" shall be held deemed to include all such Exhibits and any other documents expressly incorporated, by reference, into this Lease; (b) this Lease constitutes the entire and exclusive agreement between the parties on the Transaction and supersedes any and all prior agreements, arrangements, and understandings, whether written, oral, electronic, or otherwise, between the parties on the Transaction; (c) all words and phrases shall be construed to include the singular or plural and vice versanumber, and words of one gender shall be held to include the other gender masculine, feminine, or neuter gender, both 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” captions and words headings are for convenience only and in no way define, limit, or describe the scope or intent of similar import when used in any provisions of this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specifiedLease; (e) the table of contents, articles, titles and headings contained in this Agreement all references to "Sections" are for reference purposes only and shall not affect in any way the meaning or interpretation references to sections of this AgreementLease unless some other reference is established; (f) this Agreement the term "include" or "including" shall be construed deemed to mean "without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be draftedlimitation"; (g) this Lease may be executed in any number of counterparts with the Schedules and Exhibits referred to herein same effect as if all parties had signed the same document. All counterparts shall be construed with together and as an integral part of this Agreement to the same extent as if they were set forth verbatim hereinshall constitute one Lease; (h) unless the context otherwise requires, the words “hereof,” “herein” and “hereunder” and words of similar import when used any statutory reference in this Agreement Lease shall refer to this Agreement as include a whole and not reference to any particular provision of this Agreementsuccessor to such statute and/or revision thereof; (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 reference to an agreement shall, unless otherwise defined thereinindicated, include a reference to such agreement as amended, restated, or otherwise modified from time to time; (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 this Lease shall be construed as from time to time amendedhaving been drafted by both parties, modified, or supplemented, including by waiver or consentjointly, and references to all attachments thereto and instruments incorporated thereinnot in favor of or against one party or the other; (k) unless otherwise specified hereinthe term "person" and words importing persons shall include firms, any statute or regulation referred to herein means such statute or regulation as amendedassociations, modifiedpartnerships, supplemented or replaced from time to time (andjoint ventures, in the case of any statutetrusts, includes any rules corporations, limited liability companies, public and regulations promulgated under such statute)governmental bodies, and references to any section of any statute other legal entities, agencies, or regulation include any successor to such sectioninstrumentalities, as well as natural persons; (l) all time periods within or following which any payment is to be made or act to be done this Lease shall be calculated by excluding deemed executed and completed in North Carolina and, along with all matters (including torts) relating to or arising out of this Lease or 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 relationship of the period is not a Business Dayparties under this Lease, shall be construed in accordance with the laws of North Carolina, without giving effect to its conflict of laws principles; (m) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwiseAll accounting terms not otherwise specifically defined in this Lease shall be construed in accordance with GAAP; and (n) references whenever an action to any contract (including be taken under this Agreement) Lease must be "reasonably" approved or organizational document are is subject to the contract "reasonable" consent or organizational document as amendedapproval, modified"reasonably" and "reasonable" shall, supplementedin each instance, mean such consent/approval shall not be unreasonably withheld, conditioned, or replaced from time to timedelayed. If a party's consent/approval is not so qualified, unless otherwise statedthat party may withhold its consent/approval in its sole discretion.

Rules of Construction. Interpretation Unless the context otherwise clearly requires: (i) the definitions of this Agreement terms herein shall apply equally to the singular and plural forms of the terms defined, (ii) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms, (iii) the words “include,” “includes” and “including” shall be governed deemed to be followed by the following rules of construction: phrase “without limitation”, (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; (div) the word “includingwill” 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 have the same meaning and effect as the word “shall”, (v) any definition of or reference to any presumption laws, 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 laws, 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 agreement, 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 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 (vi) 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 successors and assigns, (vii) 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, (viii) all references herein to Sections and Schedules shall be construed to refer to Sections of, and Schedules to, this Agreement and (ix) any reference to "execute", "executed", "sign", "signed", "signature" or successorsany other like term hereunder shall include execution by electronic signature (including, whether by mergerwithout limitation, consolidationany .pdf file, amalgamation, reorganization.jpeg file, or otherwise; any other electronic or image file, or any "electronic signature" as defined under the U.S. Electronic Signatures in Global and National Commerce Act (n) references to any contract (including this Agreement"E-SIGN") or organizational document are 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 Issuer and reasonably available at no undue burden or expense to the contract or organizational document Securities Intermediary), except to the extent the Securities Intermediary requests otherwise. Any such electronic signatures shall be valid, effective and legally binding as amended, modified, supplemented, or replaced from time if such electronic signatures were handwritten signatures and shall be deemed to time, unless otherwise statedhave been duly and validly delivered for all purposes hereunder.

Rules of Construction. Interpretation of In this Agreement shall be governed by the following rules of constructionAgreement, unless a clear contrary intention appears: (a) words in the singular shall be held to include form includes the plural form and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references reference to Articles, Sections, paragraphs, Exhibitsany Person includes such Person’s successors and assigns but only if such successors and assigns are not prohibited by this Agreement, and Schedules are references reference to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specifieda Person in a particular capacity excludes such Person in any other capacity or individually; (c) references reference to “$” shall mean United States dollarsany gender includes each other gender; (d) reference to any agreement (including this Agreement), document, or instrument means, unless specifically provided otherwise, such agreement, document, or instrument as amended or modified and in effect from time to time in accordance with the word terms thereof; (e) reference to any law means, unless specifically provided otherwise, such law as amended, modified, codified, replaced, or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any section or other provision of any law means, unless specifically provided otherwise, that provision of such law from time to time in effect and constituting the substantive amendment, modification, codification, replacement, or reenactment of such section or other provision, (f) reference in this Agreement to any Article, Section, Schedule, or Exhibit means such Article or Section hereof or Schedule or Exhibit hereto; (g) ”hereunder”, “including” hereof”, “hereto”, and words of similar import when used in shall be deemed references to this Agreement shall mean as a whole and not to any particular Article, Section, or other provision thereof; (h) ”including” (and with correlative meaning “include”) means including without limiting the generality of the foregoing,” unless otherwise specifiedany description preceding such term; (ei) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall ”or” is not affect in any way the meaning or interpretation of this Agreementexclusive; (fj) this Agreement shall be construed without regard relative to the determination of any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument period of time, “from” means “from and including” and “to” means “to be draftedbut excluding”; (gk) the Schedules and Exhibits referred attached to herein this Agreement shall be construed with and as an integral part of this Agreement to the same extent as if they were the same had been set forth verbatim herein; (h) unless provided, that in the context otherwise requiresevent a word or phrase defined in this Agreement is expressly given a different meaning in any Schedule or Exhibit, such different definition shall apply only to such Schedule or Exhibit defining such word or phrase independently, and the words “hereof,” “herein” and “hereunder” and words of similar import when used meaning given such word or phrase in this Agreement shall refer to control for purposes of this Agreement as a whole Agreement, and not to any particular provision such alternative meaning shall have no bearing or effect on the interpretation 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 references to “dollars” 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“$” means United States Dollars; (m) references to any Person include such Person’s predecessors or successors“days” shall mean calendar days, whether by merger, consolidation, amalgamation, reorganization, or otherwiseunless the term “Business Days” is used; and (n) references except as otherwise provided herein, all actions which any Person may take and all determinations which any Person may make pursuant to any contract (including this Agreement) or organizational document are to Agreement may be taken and made at the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedsole and absolute discretion of such Person.

Rules of Construction. Interpretation As used in this Agreement, all words used herein, regardless of this Agreement gender used, shall be governed by the following rules of construction: (a) words in the singular shall be held deemed and construed to include the plural and vice versaany other gender, and words of one gender shall be held to include the other gender masculine, feminine, or neuter, 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. All references herein to Sections and Exhibits shall be deemed references to and Sections of, and Exhibits to, this Agreement. All Exhibits are hereby incorporated by reference into the Agreement. 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. The use of the word “all” shall refer 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 this the governing Law selected by the Parties without application of any rules of construction relating to which Party drafted the Agreement as a whole and not in favor of, or against, either Party. Unless otherwise expressly provided herein, any references 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 such statute or regulation it as amended, modified, amended and 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 a “day” or number of “days” (without the explicit qualification of “Business”) shall be interpreted as a reference to a calendar day or number of calendar days. Unless otherwise expressly provided herein, any provision of this Agreement using a defined term (by way of example and without limitation, such as “Affiliate”) which is based on a specified characteristic, qualification, feature or status shall, as of any time, refer only to such section; (l) all time periods within persons or following which entities who have the specified characteristic, qualification, feature or status as of that particular time. This contract is written in American English and, if it is translated into any payment is to be made or act to be done shall be calculated by excluding other language, 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 statedEnglish-language version controls.

Rules of Construction. Interpretation This Agreement and the other Transaction Documents shall be deemed to have been drafted by both the Seller and the Buyer and neither this Agreement nor any other Transaction Document shall be construed against any party as the principal draftsperson hereof or thereof. The Exhibits and Schedules attached hereto are incorporated herein by reference and shall be considered part 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 Agreement. Other capitalized terms used in this Agreement and not defined in Section 1.1 shall mean “including without limiting have the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings meanings assigned to them elsewhere in this Agreement. The definitions 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 applicable to the same extent singular as if they were set forth verbatim well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. The words "hereof", "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 . When a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference shall be to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. 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. Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation". 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 . Any agreement, instrument 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) unless otherwise specified herein, any statute or regulation referred . References 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 a Person are also to such section; Person's predecessors (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; (mextent applicable) 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 statedpermitted successors and assigns.

Rules of Construction. Interpretation The definitions of terms in this Agreement 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.” 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 Transaction Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns (including any debtor‑in‑possession on behalf of such Person), (iii) the words “herein,” “hereof” and “hereunder,” 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 contentsany Transaction Document, 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 such Transaction Document in its entirety and not to any particular provision of this Agreement; thereof, (iiv) all terms defined in this Agreement shall have the defined meanings when used references in any certificate Transaction Document to Articles, Sections, subsections, clauses, Exhibits and Schedules shall be construed to refer to Articles and, Sections, subsections and clauses of, and Exhibits and Schedules to, the Transaction Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions (excluding those that are merely proposed) consolidating, amending, replacing or other document made interpreting such law and any reference to any law or delivered pursuant hereto regulation shall, unless otherwise defined therein; (j) any agreement or instrument defined or referred specified, refer 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 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, 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.

Rules of Construction. Interpretation of this Agreement The following provisions shall be governed by the following rules of constructionapplied where appropriate herein: (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,” “hereinhereby,” “hereunder,” “hereof” and “hereunder” and other equivalent words of similar import when used in this Agreement shall refer to this Agreement as a whole an entirety and not solely to the particular portion of this Agreement in which any such word is used; (b) 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) neither this Agreement nor any other agreement, document or instrument referred to herein or executed and delivered in connection herewith shall be construed against any party as the principal draftsperson hereof or thereof; (e) all references or citations in this Agreement to statutes or regulations or statutory or regulatory provisions shall generally be considered citations to such statutes, regulations or provisions as in effect on the date hereof, except that when the context otherwise requires, such references shall be considered citations to such statutes, regulations or provisions as in effect from time to time, including any successor statutes, regulations or provisions directly or indirectly superseding such statutes, regulations or provisions; (f) any references herein to a particular provision section, article, exhibit or schedule means a section or article of, or an exhibit or schedule to, this Agreement unless another agreement is specified; (g) the exhibits and schedules attached hereto are incorporated herein by reference and shall be considered part of this Agreement; (ih) all terms defined in this Agreement the words “including” and “include” and other words of similar import 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 be deemed to be made or act to followed by the phrase “without limitation” and shall not be done shall be calculated limited 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, enumeration or otherwise; and (ni) references the symbol “$” and word “Dollars” shall mean dollars of the United States of America. Each of the Seller Parties hereby authorize MWF to any contract (including act on their behalf under or in connection with this Agreement) or organizational document are , and Buyer is hereby authorized to the contract or organizational document as amended, modified, supplemented, or replaced from time to time, unless otherwise statedrely on such authorization.

Rules of Construction. Interpretation of this Agreement The following provisions shall be governed by the following rules of constructionapplied where appropriate herein: (a) “herein,” “hereby,” “hereunder,” “hereof” and other equivalent words shall refer to this Agreement in its entirety and not solely to the singular shall be held to include the plural and vice versa, and words particular portion of one gender shall be held to include the other gender as the context requiresthis Agreement in which any such word is used; (b) references to Articles, Sections, paragraphs, Exhibits, and Schedules all definitions set forth herein shall be deemed applicable whether the words defined are references to used herein in the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specifiedsingular or the plural; (c) references wherever used herein, any pronoun or pronouns shall be deemed to “$” shall mean United States dollarsinclude both the singular and plural and to cover all genders; (d) the word words “including” and “include” and other words of similar import when used in this Agreement shall mean be deemed to be followed by the phrase “including without limiting the generality of the foregoing,limitation” unless otherwise specifiedand shall not be limited by any enumeration or otherwise; (e) the table of contents, articles, titles and headings contained all accounting terms not specifically defined herein shall be construed in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreementaccordance with GAAP; (f) neither this Agreement Agreement, any other Transaction Document nor any other agreement, document or instrument referred to herein or executed and delivered in connection herewith shall be construed without regard to against any presumption Party as the principal draftsperson hereof or rule requiring construction or interpretation against the Party drafting or causing any instrument to be draftedthereof; (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 another agreement is specified; and (h) the Exhibits and Schedules attached hereto are incorporated herein by reference and Exhibits referred to herein shall be construed with and as an integral considered 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 (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) when 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 the lawful money of the United States of America. Each of the parties hereto has participated in the drafting and negotiation of this Agreement) . If an ambiguity or organizational document are to question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the contract parties hereto, and no presumption or organizational document as amended, modified, supplemented, burden of proof shall arise favoring or replaced from time to time, unless otherwise stateddisfavoring any party hereto by virtue of authorship of any of the provisions of this Agreement.

Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: Unless otherwise specified, (a) words all references to sections and schedules are to those in the singular shall be held to include the plural and vice versathis Agreement, 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 provision, (c) the word “including” means “including, but not limited to”, (d) all pronouns, whether in masculine, feminine or neuter form, shall be deemed to refer to the object of this Agreement; (isuch pronoun whether same is masculine, feminine or neuter in gender, as the context may suggest or require, and(e) all terms used herein, whether or not defined in Section 1.01, and whether used in singular or plural form, shall be deemed to refer to the object of such term whether such is singular or plural in nature, as the context may suggest or require. Terms used herein and not otherwise defined herein but defined by cross-reference to a Collaterally Assigned Loan Agreement shall have the meanings set forth in such Collaterally Assigned Loan Agreement as of the Effective Date notwithstanding any subsequent amendment or restatement of or modification to such Collaterally Assigned Loan Agreement, unless Agent shall have consented to such amendment, restatement or modification. All references to the Collaterally Assigned Loan Documents shall mean the Collaterally Assigned Loan Documents as in effect on the date hereof. Except where otherwise expressly stated, Agent and the Lenders, as applicable, may give or withhold, or give conditionally, approvals and consents, and may form opinions and make determinations, in its or their sole and absolute discretion. Reference herein or in any other Loan Document to Agent’s or Lenders’ discretion, shall mean, unless otherwise expressly stated herein or therein, Agent’s or Lenders’ sole and absolute discretion, and the exercise of such discretion shall be final and conclusive. In addition, whenever Agent or any Lender has a decision or right of determination, opinion or request, exercises any right given to it to agree, disagree, accept, consent, grant waivers, take action or no action or to approve or disapprove (or any similar language or terms), or any arrangement or term is to be satisfactory or acceptable to or approved by Agent or any Lender (or any similar language or terms), the decision of Agent or such Lender with respect thereto shall be in the sole and absolute discretion of Agent or such Lender, and such decision shall be final and conclusive, except as may be otherwise specifically provided herein. References to “good faith” in this Agreement shall have the defined meanings when used mean “honesty 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, fact in the case conduct or transaction concerned”. For the purposes of any statuteclarification, includes any rules and regulations promulgated under if Agent is unable to grade the Loan due to a non-monetary Default, 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 non-monetary Default 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 considered 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 statedmaterial non-monetary Default 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 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 as a whole Indenture in its entirety. The terms “agree” and not “agreements” contained herein are intended to any particular provision include and mean “covenant” and “covenants.” References to Articles, Sections, and other subdivisions of this Agreement; (i) all terms defined in this Agreement shall have Indenture are to 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 amendeddesignated Articles, modified, or supplemented, including by waiver or consentSections, and other subdivisions of this Indenture. The headings of this Indenture are for convenience only and shall not define or limit the provisions hereof. All references made (a) in the neuter, masculine or feminine gender shall be deemed to have been made in all attachments thereto such genders, and instruments incorporated therein; (kb) unless otherwise specified hereinin the singular or plural number shall be deemed to have been made, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (andrespectively, in the case plural or singular number as well. Any reference to particular sections or subsections of any statute, includes any rules the Code and regulations promulgated under such statute), and references to any section of any statute or regulation applicable Income Tax Regulations shall include any successor provisions of law or regulations, to the extent the same shall apply to the Bonds. Any reference to a Bond or to the Bonds shall include each portion in the minimum authorized denomination of any registered bond having a denomination greater than the minimum authorized denomination. Whenever the Lender is required to give its consent or approval to any matter, whether stated as “consent,” “written consent,” “prior written consent,” “approval,” “written approval,” “prior written approval” or otherwise, the giving of such section; (l) all time periods within consent or following which any payment is to be made or act to be done approval by the Lender shall be calculated by excluding in its sole and complete discretion. Whenever the date on which the period commences and including the date on which the period ends and by extending the period Lender shall have any right or option to the first succeeding Business Day if the last day of the period is not a Business Day; (m) references exercise any discretion, to determine any matter, to accept any presentation or to approve or consent to any Person include matter, such Personexercise, determination, acceptance, approval or consent shall, without exception, be in the Lender’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization, or otherwise; sole 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 statedabsolute discretion.

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 As 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 or 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 requiresother Loan Document, the words terms “herein”, “hereof,” “herein” and “hereunder” and other words of similar import when used in this Agreement shall refer to this Agreement or such Loan Document as a whole and not to any particular provision section, paragraph, or subdivision hereof or thereof. Any pronoun used herein or in any other Loan Document shall be deemed to cover all genders. In the computation of periods of time from a specified date to a later specified date, whether made herein or in any other Loan Document, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding.” The section titles, table of contents, and list of exhibits appear as a matter of convenience only and shall not affect the interpretation of this AgreementAgreement or any other Loan Document. All references herein and in any other Loan Document to (a) statutes and related regulations shall include all related rules and implementing regulations and any amendments of same and any successor statutes, rules, and regulations; (ib) all terms defined in this Agreement shall have the defined meanings when used in any certificate agreement, instrument or other document (including any to this Agreement and any of the other Loan Documents) shall include any and all amendments, modifications and supplements thereto and any and all restatements, extensions, or renewals thereof to the extent such modifications, supplements, restatements, extensions, or renewals of any such documents, if not made to this Agreement or delivered pursuant hereto unless otherwise defined thereinany of the other Loan Documents, are permitted by the terms hereof or thereof; (jc) any agreement Person (including any Borrower, any other Credit Party or instrument defined or referred Lender) shall mean and include the successors and permitted assigns of such Person; (d) “including” and “include” shall be understood to herein or any agreement or instrument mean “including, without limitation,” regardless of whether the “without limitation” is included in some instances and not in others (and, for purposes of each Loan Document, the parties agree that the rule of ejusdem generis shall not be applicable to limit a general statement, that is referred followed by or referable to herein means such agreement or instrument as from time an enumeration of specific matters to time amended, modified, or supplemented, including by waiver or consent, and references matters similar to all attachments thereto and instruments incorporated thereinthe matters specifically mentioned); (ke) unless otherwise specified hereinexpressly provided herein or in any other Loan Document, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in by use of the case word “permitted,” the “discretion” of any statute, includes any rules Lender shall mean the sole and regulations promulgated under such statute), and references to any section absolute discretion of any statute or regulation include any successor to such sectionLender; (lf) all time periods within or following which any payment if there is to be made or act to be done shall be calculated by excluding more than one Borrower, 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.word

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, 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, (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, restatement, termination or modification of such other agreement or document), except that if the definition set forth in such other agreement or document contains any requirement that a matter be approved or consented to by Mortgage Lender then for purposes hereof the consent of Lender shall also be required, and (ix) any capitalized term used herein and not otherwise defined shall have the meaning ascribed thereto in the Mortgage Loan Agreement. 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 this Agreement. Any provision contained in this Agreement or in any certificate of the other Loan Documents to the effect that Borrower shall cause, permit or allow Property Owner to act or to refrain from acting in any manner, or to the effect that Borrower shall itself act or refrain from acting in any manner with respect to the Property, or Borrower represents or warrants on behalf or, or covenants on behalf of, Property Owner, or with respect to the Property, shall be construed as meaning that Borrower shall do so in Borrower’s capacity as the owner of the equity interests in Property Owner in accordance with Legal Requirements and applicable organizational documents and not directly with respect to the Property Owner or the Property in any other document made matter that would violate the covenants contained in Section 4.17 of this Agreement, any other similar covenants contained in the Borrower’s or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein Property Owner’s organizational documents, or any agreement or instrument that is referred other similar covenants contained in the Mortgage Loan Documents. Notwithstanding anything to herein means such agreement or instrument as from time to time amended, modified, or supplementedthe contrary contained herein, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; the Mortgage Loan or to capitalized terms being defined in the Mortgage Loan Agreement, (ka) unless except as otherwise specified expressly set forth herein, (i) nothing herein creates 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 obligation of any statute, includes any rules and regulations promulgated under such statute), and references Borrower with respect 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 Mortgage Loan Documents, (ii) Borrower has no obligations to comply with and shall not a Business Day; be liable under any Mortgage Loan Document and (mb) references nothing herein creates any obligation of Mortgage Borrower with respect to any Person include such Person’s predecessors of the Loan Documents and Mortgage Borrower does not have any obligations to comply with and shall not be liable under this Agreement 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 statedLoan Document.

Rules of Construction. Interpretation Unless otherwise expressly provided, for purposes of this Agreement shall be governed by Agreement, the following rules of constructioninterpretation shall apply: (a) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and, if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; (b) any reference in this Agreement to $ shall mean U.S. dollars; (c) all Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein and any capitalized terms used in any Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement; (d) words in imparting the singular number only 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 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,” “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires; (f) the word “including” or any particular provision variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (g) the division of this Agreement into Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement; and (ih) all terms defined references 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 “Article” 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 “Section” are to the contract corresponding Article or organizational document as amended, modified, supplemented, or replaced from time to time, Section of this Agreement unless otherwise statedspecified.

Rules of Construction. Interpretation Unless the context requires otherwise, (a) all references to Sections, Articles, Exhibits or Schedules are to the Sections, Articles, Exhibits or Schedules of or to this Agreement, (b) each accounting term not otherwise defined in this Agreement shall be governed by has the following rules of construction: meaning commonly applied to it in accordance with GAAP, (ac) words in the singular shall be held to include the plural and vice versa, (d) to the extent the term “day” or “days” is used, it will mean calendar days unless Business Days are specified and words of one gender shall be held to include the other gender as the context requires; (b) all references to Articles, Sections, paragraphs, Exhibits, and Schedules times of the day are references to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement New York time unless otherwise specified; , (c) references to “$” shall mean United States dollars; (de) the word pronoun “includinghis” refers to the masculine, feminine and neuter, the words “herein,” “hereby,” “hereof,” “hereunder” and other words of similar import when used in refer to this Agreement shall mean as a whole and not to any particular Section, Article, or other subdivision, (f) the term “including” means “including without limiting the generality of the foregoinglimitation,” unless otherwise specified; (eg) the table term “or” will be disjunctive but not exclusive, (h) the term “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase will not mean simply “if,” and (i) references to documents or other materials “delivered” or “made available” to Buyer or similar phrases shall mean that such documents or other materials were delivered to Buyer or its Representatives or were present in the Data Room, and (j) any reference to any contract or Law is a reference to it as amended, modified and supplemented from time to time (and, in the case of contentsa Law, articles, titles to (i) any successor provision and (ii) the rules and regulations promulgated thereunder). The headings contained in this Agreement or in any Exhibit or Schedule are for convenience of reference purposes only and shall will 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. CONFIDENTIAL TREATMENT REQUESTED BY XXXXXXXX AMERICAN INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, 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 amendedMARKED BY *****, modifiedHAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, 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 statedAS AMENDED.

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 of a commercial nature with a Governmental Authority, solely to the extent such failure does not constitute a violation of applicable Law, 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 7.2, Section 7.5, Section 8.2, Section 8.5, Section 9.2 or Section 9.5, respectively; (r) Remainco shall not be required to cause or attempt to cause Delta to take or refrain from taking any action; and (s) none of Merger Partner, Remainco or Spinco are making any representations or warranties relating to the Financing or any of the documents related thereto nor shall any of them have any obligations relating to the Financing other than as set forth in Section 6.8(d).