Common use of Rules of Interpretation Clause in Contracts

Rules of Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein to any statute or regulations shall include any amendment, renewal, extension or replacement thereof, (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to time, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusive.

Rules of Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “", "includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation.” ". The word “"will” " shall be construed to have the same meaning and effect as the word “"shall.” ". Unless the context requires otherwise, otherwise (ia) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include any amendment, renewal, extension or replacement thereofmodifications set forth herein), (iib) any reference herein to any Person shall be construed to include such Person’s permitted 's successors and assigns from time to timeassigns, (iiic) 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, (ivd) all references herein to Articles, Sections Sections, Exhibits and Annexes Schedules shall be construed to refer to ArticlesArticles and Sections of, Sections and Annexes of Exhibits and Schedules to, this Agreement, Agreement and (ve) unless otherwise expressly qualified herein, the words “"asset” " and “"property” " shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusiverights.

Rules of Interpretation. The definitions For purposes of terms herein this Agreement, except where otherwise expressly provided or unless the context otherwise necessarily requires: 1.2.1 references to this Agreement shall apply equally include a reference to all appendices, annexes, schedules and exhibits hereto, as the singular same may be amended, modified, supplemented or replaced from time to time; 1.2.2 the words “herein,” “hereof,” “hereunder” and plural forms “herewith” shall refer to this Agreement as a whole and not to any particular section or subsection of this Agreement; 1.2.3 the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed construed to be followed by the phrase mean “including, without limitation.” The word or “willincluding but not limited to” and shall not be construed to have mean that the same meaning and effect as examples given are an exclusive list of the word topics covered; 1.2.4 references to “shall.Articles,” Unless the context requires otherwise“Sections,” “Schedules” or “Exhibits” (if any) shall be to articles, sections, schedules or exhibits (iif any) any definition of or reference this Agreement; 1.2.5 references to any a given agreement, instrument or other document herein shall be construed as referring a reference to such that agreement, instrument or other document as modified, amended, restatedsupplemented and restated through the date as of which such reference is made; 1.2.6 references to a Person include its successors and permitted assigns; 1.2.7 the singular shall include the plural and the masculine shall include the feminine and neuter and vice versa; and 1.2.8 reference to a given Governmental Rule is a reference to that Governmental Rule and the rules and regulations adopted or promulgated thereunder, amended and restatedin each case, as amended, modified, supplemented or otherwise modified from time to time and any restated as of the date on which the reference herein to any statute or regulations shall include any amendment, renewal, extension or replacement thereof, (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to time, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusivemade.

Rules of Interpretation. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: i. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, restatements, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Loan Document, shall be construed to refer to this Agreement such Loan Document in its entirety and not to any particular provision hereofthereof, (iv) all references herein in a Loan Document to Articles, Sections Sections, Exhibits, Schedules and Annexes shall be construed to refer to ArticlesArticles and Sections of, Sections and Exhibits, Schedules and Annexes of this Agreementto, the Loan Document in which such references appear, (v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any Law shall, unless otherwise expressly qualified hereinspecified, refer to such Law as amended, modified or supplemented from time to time and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. ii. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” iii. Article and Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. iv. All capitalized terms used herein or in any other Loan Document with reference to the Collateral and defined in the Uniform Commercial Code as adopted in the State of Delaware from time to time shall have the meaning given therein unless otherwise defined herein. To the extent the definition of any category or type of Collateral is expanded by any amendment, modification or revision to the Uniform Commercial Code, such expanded definition will apply automatically as of the effective date of such amendment, modification or revision. v. All references herein to times of day shall be references to Eastern time (vi) the term “or” is not exclusivedaylight or standard, as applicable).

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofhereof or thereof, (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) The terms lease and license shall include sub-lease and sub-license. (vic) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “orinstrument” being that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. (e) To the extent that any of the representations and warranties contained in Section 6 under this Agreement or in any of the other Credit Documents is qualified by “Material Adverse Effect”, the qualifier “in all material respects” contained in Section 5.2(c) and the qualifier “in any material respect” contained in Section 9.1(d) shall not exclusiveapply. (f) Whenever the phrase “to the knowledge of” or words of similar import relating to the knowledge of a Person are used herein or in any other Credit Document, such phrase shall mean and refer to the actual knowledge of the Authorized Officers of such Person. (g) This Agreement and the other Credit Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Credit Parties, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Credit Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Lender’s involvement in the preparation of such documents. (h) Unless otherwise indicated, all references to a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts and “$” shall mean Dollars. (i) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time (after giving effect to any permanent reduction in the stated amount of such Letter of Credit pursuant to the terms of such Letter of Credit); provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timepermitted assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofthereof, (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) The terms lease and license shall include sub-lease and sub-license. (vic) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “orinstrument” being that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. (e) To the extent that any of the representations and warranties contained in Section 6 under this Agreement or in any of the other Credit Documents is qualified by “Material Adverse Effect”, the qualifier “in all material respects” contained in Section 5.2(c) and the qualifier “in any material respect” contained in Section 9.1(d) shall not exclusiveapply. (f) Whenever the phrase “to the knowledge of” or words of similar import relating to the knowledge of a Person are used herein or in any other Credit Document, such phrase shall mean and refer to the actual knowledge of the Authorized Officers of such Person. (g) This Agreement and the other Credit Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Credit Parties, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Credit Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Lender’s involvement in the preparation of such documents. (h) Unless otherwise indicated, all references to a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts and “$” shall mean Dollars. (i) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time (after giving effect to any permanent reduction in the stated amount of such Letter of Credit pursuant to the terms of such Letter of Credit); provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any letter of credit application or other issuer document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Rules of Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, otherwise (ia) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include any amendment, renewal, extension or replacement thereofmodifications set forth herein), (iib) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time (subject to timeany restrictions on assignments as set forth herein), (iiic) 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, (ivd) all references herein to Articles, Sections Sections, Exhibits and Annexes Schedules shall be construed to refer to ArticlesArticles and Sections of, Sections and Annexes of Exhibits and Schedules to, this Agreement, and (ve) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. Unless otherwise noted, all references to currency in this Agreement and (vi) in the term “or” is not exclusiveother Loan Documents are references to U.S. Dollars.

Rules of Interpretation. The definitions of terms herein shall apply equally a) References to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of legislation or reference to any agreement, instrument or other document herein legal provisions shall be construed as referring to such agreement, instrument the legislation or other document legal provisions as amended, restated, amended and restated, supplemented respective amendments or otherwise consolidations or as their application is modified from time to time (either before or after the execution hereof) and include any Law or provisions of which they are consolidations (with or without modification) and any reference herein orders, regulations, instruments or another subordinate legislation in the terms of the relevant legislation or legal provision; b) The references to any statute document (including this Agreement) or regulations instrument are references to certain document (including their respective annexes) as it might be amended, consolidated, complemented, renewed or replaced periodically; c) The titles and headings hereof are inserted for convenience of reference only and shall not affect or limit the meaning of the clauses, paragraphs or items to which they apply; d) The references to the Parties shall include any amendment, renewal, extension or replacement thereof, (ii) any reference herein to any Person shall be construed to include such Person’s permitted their respective successors and assigns from time to time, (iiipermitted assignees and beneficiaries; e) The masculine gender shall include the words “herein,” “hereof” feminine and “hereunder,” the singular shall include the plural and words of similar import, shall be construed to refer to this Agreement vice versa; f) When any word or sentence is defined in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (vany other part of the text or another grammatical form of that word or sentence must have a corresponding meaning; g) unless otherwise expressly qualified hereinThe words "include", "including", "inclusive", "includes", "included" and their derivatives shall be deemed to include "without limitation" and, therefore, on an exemplifying and not restrictive basis; h) Unless stated otherwise, the words “asset” references to sections, clauses and “property” shall be construed to have the same meaning and effect and to annexes refer to any sections, clauses and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusiveannexes hereof.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofhereof or thereof, (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) The terms lease and license shall include sub-lease and sub-license. (vic) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “orinstrument” being that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. (e) To the extent that any of the representations and warranties contained in Section 6 under this Agreement or in any of the other Credit Documents is qualified by “Material Adverse Effect”, the qualifier “in all material respects” contained in Section 5.2(c) and the qualifier “in any material respect” contained in Section 9.1(d) shall not exclusiveapply. (f) Whenever the phrase “to the knowledge of” or words of similar import relating to the knowledge of a Person are used herein or in any other Credit Document, such phrase shall mean and refer to the actual knowledge of the Authorized Officers of such Person. (g) This Agreement and the other Credit Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Credit Parties, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Credit Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Lender’s involvement in the preparation of such documents. (h) Unless otherwise indicated, all references to a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts and “$” shall mean Dollars. (i) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time (after giving effect to any permanent reduction in the stated amount of such Letter of Credit pursuant to the terms of such Letter of Credit); provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. (j) Any reference herein or in any other Credit Document to a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder and under each other Credit Document (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Rules of Interpretation. The definitions of terms herein Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall apply equally to include the singular and plural forms of the terms defined. Whenever plural, and pronouns stated in either the context may requiremasculine, any pronoun feminine or neuter shall include the corresponding masculine, feminine and neuter forms. The words neuter; (d) references to statutes or regulations are to such statutes and regulations as amended from time to time or, as applicable, any successor statute or regulation; (e) all references in this Agreement to “include,” “includes” and or “including” or similar expressions shall be deemed to be followed by the phrase mean “including without limitation.”; (f) all references in this Agreement to designated “Articles,” The word “willSections,” shall be construed “paragraphs,” “clauses” and other subdivisions are to have the same meaning designated Articles, Sections, paragraphs, clauses and effect other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as the word “shall.” Unless the context requires otherwisea whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (ig) any definition of or reference to any agreement, instrument instrument, document, statute or other document regulation herein shall be construed as referring to such agreement, instrument instrument, document, statute or other document regulation as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include any amendment, renewal, extension or replacement thereof, (ii) any reference modifications set forth herein). This Agreement is among financially sophisticated and knowledgeable parties and is entered into by the parties in reliance upon the economic and legal bargains contained herein to any Person and shall be interpreted and construed in a fair and impartial manner without regard to include such Person’s permitted successors and assigns from time to timefactors as the party who prepared, (iii) or caused the words “herein,” “hereof” and “hereunder,” and words of similar importpreparation of, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes or the relative bargaining power of this Agreement, (v) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusiveparties.

Rules of Interpretation. In this Agreement, unless the context indicates otherwise or unless otherwise expressly provided: (a) The definitions of terms herein shall apply equally to singular includes the singular plural and the plural forms includes the singular. (b) Words of the terms defined. Whenever masculine gender include correlative words of the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. genders. (c) References to statutes, laws, or regulations are to be construed as including all statutory or regulatory provisions consolidating, amending, replacing, succeeding, or supplementing the statutes, laws, or regulations referenced. (d) References to “writing” include printing, typing, lithography, facsimile reproduction, electronic mail, portable document formats, and other means of reproducing words in a tangible visible form. (e) The words “includeincluding,” “includes,” and “includinginclude” shall be deemed to be followed by the phrase words “without limitation.” The word or “willbut not limited to” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein to any statute or regulations shall include any amendment, renewal, extension or replacement thereof, (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to time, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import. (f) References to articles, sections (or subdivisions of sections), or annexes are references to articles, sections (or subdivisions of sections), or annexes of this Agreement and are incorporated by reference unless otherwise indicated. (g) References to agreements and other contractual instruments shall be construed deemed to refer include all exhibits attached thereto and all subsequent amendments and other modifications to this Agreement in its entirety such agreements and other instruments, but only to the extent such amendments and other modifications are not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes prohibited by the terms of this Agreement. (h) References to Persons or Parties include their respective successors and permitted assigns. (i) The headings or captions used in this Agreement are for convenience of reference only and do not define, (v) unless otherwise expressly qualified hereinlimit, or describe any of the words “asset” and “property” shall be construed to have provisions hereof or the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusivescope or intent hereof.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “, without limitation.” ,”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, : (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereof, other Credit Document); (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to time, assigns; (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereof, hereof or thereof; (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear; (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) The terms lease and license shall include sub-lease and sub-license. (vic) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “orinstrument” being that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from, and including,”, the words “to” and “until” each mean “to, but excluding,”, and the word “through” means “to, and including,”. (e) To the extent that any of the representations and warranties contained in Section 6 under this Agreement, or in any of the other Credit Documents, is qualified by “Material Adverse Effect”, the qualifier “in all material respects” contained in Section 5.2(c) and the qualifier “in any material respect” contained in Section 9.1(d) shall not exclusiveapply. (f) Whenever the phrase “to the knowledge of” or words of similar import relating to the knowledge of a Person are used herein or in any other Credit Document, such phrase shall mean and refer to the actual knowledge of the Authorized Officers of such Person. (g) This Agreement and the other Credit Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Credit Parties, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Credit Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Lender’s involvement in the preparation of such documents. (h) Unless otherwise indicated, all references to a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts and “$” shall mean Dollars.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofhereof or thereof, (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) The terms lease and license shall include sub-lease and sub-license. (vic) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “orinstrument” being that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. (e) To the extent that any of the representations and warranties contained in Section 6 under this Agreement or in any of the other Credit Documents is qualified by “Material Adverse Effect” or another “materiality” standard, the qualifiers “in all material respects” and “in any material respect” in relation to the making of representations and warranties (whether contained in Section 2.1, 5.1, 5.2, 9.1(d) or otherwise) shall not exclusiveapply. (f) This Agreement and the other Credit Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Agents and the Credit Parties, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Credit Documents are not intended to be construed against any of the Agents or any of the Lenders merely on account of any Agent’s or any Xxxxxx’s involvement in the preparation of such documents. (g) Unless otherwise indicated, all references to a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts and “$” shall mean Dollars. (h) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time (after giving effect to any permanent reduction in the stated amount of such Letter of Credit pursuant to the terms of such Letter of Credit); provided that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Rules of Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, otherwise (ia) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include any amendment, renewal, extension or replacement thereofmodifications set forth herein), (iib) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time (subject to timeany restrictions on assignments as set forth herein), (iiic) 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, (ivd) all references herein to Articles, Sections Sections, Exhibits and Annexes Schedules shall be construed to refer to ArticlesArticles and Sections of, Sections and Annexes of Exhibits and Schedules to, this Agreement, (ve) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vif) the term word “or” is shall not exclusivebe exclusive and shall be deemed to have the inclusive meaning given by “and/or”. Unless otherwise noted, all references to currency in this Agreement and in the other Loan Documents are references to U.S. Dollars.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, otherwise (i) any definition of or reference to any agreement, instrument or other document herein (including any Organizational Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofhereof or thereof, (iv) all references herein in any Credit Document to Articles, Sections Sections, Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesArticles and Sections of, Sections and Annexes of this AgreementExhibits and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all assets and property, real and personal, tangible and intangible assets and propertiesintangible, including cash, securities, accounts and contract rights rights, (vii) the terms lease and license shall include sub-lease and sub-license and (viviii) the word “documented” means such documentation as may be customary, reasonable and appropriate in light of the circumstances. (b) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “orinstrument” being that defined under Article 9 of the UCC of such jurisdiction. (c) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. (d) To the extent that any of the representations and warranties contained in Section 6 under this Agreement or in any of the other Credit Documents is qualified by “Material Adverse Effect”, the qualifier “in all material respects” contained in Section 5.2(c) and the qualifier “in any material respect” contained in Section 9.1(d) shall not exclusiveapply. (e) Whenever the phrase “to the knowledge of” or words of similar import relating to the knowledge of a Person are used herein or in any other Credit Document, such phrase shall mean and refer to the knowledge of the Authorized Officers of such Person. (f) This Agreement and the other Credit Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Credit Parties, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Credit Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Lender’s involvement in the preparation of such documents. (g) Unless otherwise indicated, all references to a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts and “$” shall mean Dollars. (h) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time (after giving effect to any permanent reduction in the stated amount of such Letter of Credit pursuant to the terms thereof); provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any letter of credit application or other issuer documents related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Rules of Interpretation. The definitions For purposes of terms herein this Plan: (1) in the appropriate context, each term, whether stated in the singular or the plural, shall apply equally to include both the singular and plural forms of the terms defined. Whenever plural, and pronouns stated in the context may requiremasculine, any pronoun feminine, or neuter gender shall include the corresponding masculine, feminine feminine, and the neuter forms. The gender; (2) unless otherwise specified, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that the referenced document shall be substantially in that form or substantially on those terms and conditions; (3) unless otherwise specified, any reference herein to an existing document, schedule, or exhibit, whether or not Filed, having been Filed or to be Filed shall mean that document, schedule, or exhibit, as it may thereafter be amended, modified, or supplemented; (4) any reference to an Entity as a holder of a Claim or Interest includes that Entity’s successors and assigns; (5) unless otherwise specified, all references herein to “Articles” are references to Articles hereof or hereto; (6) unless otherwise specified, all references herein to exhibits are references to exhibits in the Plan Supplement; (7) unless otherwise specified, the words “herein,” “hereof,” and “hereto” refer to the Plan in its entirety rather than to a particular portion of the Plan; (8) unless otherwise specified, the words “include,” “includes” and “including,” and variations thereof, shall not be deemed to be terms of limitation, and shall be deemed to be followed by the phrase words “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein to any statute or regulations shall include any amendment, renewal, extension or replacement thereof, (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to time, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusive.;”

Rules of Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified modified, (ii) any definition of or reference to any law shall be construed as referring to such law as from time to time amended and any reference herein successor thereto and the rules and regulations promulgated from time to any statute or regulations shall include any amendment, renewal, extension or replacement thereoftime thereunder, (iiiii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timepermitted assigns, (iiiiv) the words “herein,” ”, “hereof” and “hereunder,” ”, and words of similar import, shall be construed to refer to this Guarantee and Security Agreement in its entirety and not to any particular provision hereof, (ivv) all references herein to Articles, Sections Sections, Exhibits and Annexes Schedules shall be construed to refer to ArticlesArticles and Sections of, Sections and Annexes of Exhibits and Schedules to and any Supplement thereto, this Guarantee and Security Agreement, and (vvi) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) rights. All references herein to provisions of the term “or” is not exclusiveUCC shall include all successor provisions under any subsequent version or amendment to any Article of the UCC.

Rules of Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein to any statute or regulations shall include any amendment, renewal, extension or replacement thereof, (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to time, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes Exhibits shall be construed to refer to Articles, Sections and Annexes Exhibits of this Agreement, (v) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusive.)

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timepermitted assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofthereof, (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) The terms lease and license shall include sub-lease and sub-license. (vic) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “orinstrument” being that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. (e) To the extent that any of the representations and warranties contained in Section 6 under this Agreement or in any of the other Credit Documents is qualified by “Material Adverse Effect”, the qualifier “in all material respects” contained in Section 5.2(c) and the qualifier “in any material respect” contained in Section 9.1(d) shall not exclusiveapply. (f) Whenever the phrase “to the knowledge of” or words of similar import relating to the knowledge of a Person are used herein or in any other Credit Document, such phrase shall mean and refer to the actual knowledge of the Authorized Officers or Responsible Officers of such Person. (g) This Agreement and the other Credit Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Credit Parties, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Credit Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Lxxxxx’s involvement in the preparation of such documents. (h) Unless otherwise indicated, all references to a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts and “$” shall mean Dollars. (i) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time (after giving effect to any permanent reduction in the stated amount of such Letter of Credit pursuant to the terms of such Letter of Credit); provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any letter of credit application or other issuer document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. (j) Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity). (k) For the avoidance of doubt, the parties intend that the term “Enterprise” refer to financial calculations that cover (i) the Group and (ii) Healthpeak OP’s Pro Rata Share of Material Joint Ventures.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofhereof or thereof, (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) The terms lease and license shall include sub-lease and sub-license. (vic) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “orinstrument” being that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. (e) To the extent that any of the representations and warranties contained in Section 6 under this Agreement or in any of the other Credit Documents is qualified by “Material Adverse Effect” or another “materiality” standard, the qualifiers “in all material respects” and “in any material respect” in relation to the making of representations and warranties (whether contained in Section 2.1, 5.1, 5.2, 9.1(d) or otherwise) shall not exclusiveapply. (f) This Agreement and the other Credit Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Agents and the Credit Parties, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Credit Documents are not intended to be construed against any of the Agents or any of the Lenders merely on account of any Agent’s or any Lender’s involvement in the preparation of such documents. (g) Unless otherwise indicated, all references to a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts and “$” shall mean Dollars. (h) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time (after giving effect to any permanent reduction in the stated amount of such Letter of Credit pursuant to the terms of such Letter of Credit); provided that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofhereof or thereof, (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Annexes, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Annexes, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. (c) Unless otherwise indicated, all references to a specific time shall be construed to Central Standard Time or Central Daylight Savings Time, as the case may be. (d) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time (after giving effect to any permanent reduction in the stated amount of such Letter of Credit pursuant to the terms of such Letter of Credit); provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. (e) Unless otherwise expressly provided herein, (i) any definition or reference to formation documents, governing documents, agreements (including the Credit Documents) and other contractual documents or instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Credit Document; and (viii) any definition or reference to any applicable law, including Anti-Corruption Laws, Anti-Money Laundering Laws, ERISA, the term “or” is not exclusivePATRIOT Act, the Trading with the Enemy Act of the United States or any of the foreign assets control regulations of the United States Treasury Department, shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such applicable law.

Rules of Interpretation. The definitions of Unless otherwise required by the context in which any term appears, in this Agreement: (i) capitalized terms herein used shall apply equally to have the meanings specified in this Section 1; (ii) the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculineplural and vice versa; (iii) references to “Sections,” “Schedules,” “Annexes,” “Appendices” or “Exhibits” (if any) shall be to sections, feminine schedules, annexes, appendices or exhibits hereof, unless otherwise specified; (iv) all references to a particular Person in any capacity shall be deemed to refer also to such Person’s authorized agents, successors and neuter forms. The permitted assigns in such capacity; (v) the words “herein,” “hereof” and “hereunder” shall refer to this Agreement as a whole and not to any particular section or subsection hereof; (f) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” and shall not be construed to mean that the examples given are an exclusive list of the topics covered; (vi) all accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles in the United States of America consistently applied; (vii) references to have this Agreement shall include a reference to all appendices, annexes, schedules and exhibits hereto, as the same meaning and effect as the word “shall.” Unless the context requires otherwisemay be amended, modified, supplemented or replaced from time to time; (iviii) any definition of or reference references to any agreement, document or instrument or other document herein shall be construed as referring at a particular time to refer to such agreement, document or instrument or other document as the same may be amended, restated, amended and restatedmodified, supplemented or otherwise modified from time to time and any reference herein to any statute or regulations replaced as of such time; (ix) the masculine shall include any amendmentthe feminine and neuter and vice versa; and (x) references to an applicable law or to legal requirements in general shall mean a reference to such applicable law or legal requirement as the same may be amended, renewalmodified, extension supplemented or replacement thereof, (ii) any reference herein to any Person shall restated and be construed to include such Person’s permitted successors and assigns in effect from time to time, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusive.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofhereof or thereof, (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) The terms lease and license shall include sub-lease and sub-license. (vic) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “orinstrument” being that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. (e) To the extent that any of the representations and warranties contained in Section 6 under this Agreement or in any of the other Credit Documents is qualified by “Material Adverse Effect”, the qualifier “in all material respects” contained in Section 5.2(c) and the qualifier “in any material respect” contained in Section 9.1(d) shall not exclusiveapply. (f) Whenever the phrase “to the knowledge of” or words of similar import relating to the knowledge of a Person are used herein or in any other Credit Document, such phrase shall mean and refer to the actual knowledge of the Authorized Officers of such Person. (g) This Agreement and the other Credit Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Credit Parties, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Credit Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Lender’s involvement in the preparation of such documents. (h) Unless otherwise indicated, all references to a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts and “$” shall mean Dollars. (i) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time (after giving effect to any permanent reduction in the stated amount of such Letter of Credit pursuant to the terms of such Letter of Credit); provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. (j) Unless otherwise specified herein, the baskets set forth in Section 8 (or in any defined term used in Section 8) shall be tested solely at the time of consummation of the relevant transaction or action utilizing any of such baskets and, for the avoidance of doubt, if any of such baskets are exceeded as a result of fluctuations to Total Asset Value or Tangible Assets, as applicable, for the most recently completed four quarter period to which such calculation relates after the last time such baskets were calculated for any purpose under Section 8, such baskets will not be deemed to have been exceeded as a result of such fluctuations. The baskets and exceptions set forth in Section 8 (or in any defined term used in Section 8) shall be given independent effect and are additive, such that the Borrower may utilize one or more such baskets or exceptions for a particular action, in respective amounts as determined by the Borrower in its sole and absolute discretion. For the avoidance of doubt, as used in the definitions of “Consolidated Funded Debt to Total Asset Value”, Section 8 and Section 9.4, “Total Asset Value” means, as of any date of determination, the sum of the Total Asset Values of all Marina Properties and other Real Estate Assets owned by the Credit Parties where the Total Asset Value of each such Marina Property or other Real Estate Asset is determined in accordance with the terms of the definition of “Total Asset Value”. For purposes of determining compliance with any of the negative covenants set forth in Section 8 (other than the negative covenants in Section 8.8), if any action would be permitted pursuant to one or more exceptions described in any such negative covenant, the Borrower may divide and classify such action (or a portion thereof) in any manner that complies with such negative covenant and may later divide and reclassify any such action (or a portion thereof) so long as such action (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception as of the date of such reclassification.

Rules of Interpretation. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: i. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, restatements, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Loan Document, shall be construed to refer to this Agreement such Loan Document in its entirety and not to any particular provision hereofthereof, (iv) all references herein in a Loan Document to Articles, Sections Sections, Exhibits, Schedules and Annexes shall be construed to refer to ArticlesArticles and Sections of, Sections and Exhibits, Schedules and Annexes of this Agreementto, the Loan Document in which such references appear, (v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any Law shall, unless otherwise expressly qualified hereinspecified, refer to such Law as amended, modified or supplemented from time to time and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. ii. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and (vi) including;” the term words “orto” is not exclusiveand “until” each mean “to but excluding;” and the word “through” means “to and including.”

Rules of Interpretation. The definitions In this Agreement, except as expressly stated otherwise or unless the context otherwise requires:‌ (a) headings and the rendering of terms herein shall apply equally to text in bold and italics are for convenience and reference purposes only and do not affect the meaning or interpretation of this Agreement; (b) words importing the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding plural and vice versa and the masculine, feminine and neuter forms. The genders include all genders; (c) the words “hereof”, “herein”, and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (d) a reference to an Article, Section, paragraph, clause, Party, or Exhibit is a reference to that Section, paragraph, clause of, or that Party or Exhibit to, this Agreement unless otherwise specified; (e) a reference to a document or agreement, including this Agreement means such document, agreement or this Agreement including any amendment or supplement to, or replacement, novation or modification of this Agreement, but disregarding any amendment, supplement, replacement, novation or modification made in breach of such document, agreement or this Agreement; (f) a reference to a Person includes that Person’s successors and permitted assigns; (g) the terms “include,” “includes” and “including” or similar words shall be deemed to be followed by the phrase words “without limitation.” The word “will” and any list of examples following such terms shall be construed to have in no way restrict or limit the same meaning and effect as generality of the word “shall.” Unless the context requires otherwise, work or provision in respect of which such examples are provided; (ih) any definition of or reference references to any agreementstatute, instrument code or other document herein shall statutory provision are to be construed as referring a reference to such agreementthe same as it may have been, instrument or other document as amended, restated, amended and restated, supplemented or otherwise modified may from time to time be, amended, modified or reenacted, and any reference herein include references to all bylaws, instruments, orders and regulations for the time being made thereunder or deriving validity therefrom unless the context otherwise requires; (i) in the event of a conflict, a mathematical formula or other precise description of a concept or a term shall prevail over words providing a more general description of a concept or a term; (j) references to any statute amount of money shall mean a reference to the amount in United States Dollars; (k) words, phrases or regulations expressions not otherwise defined herein that (i) have a generally accepted meaning in Prudent Industry Practice shall include any amendment, renewal, extension have such meaning in this Agreement or replacement thereof, (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors do not have well known and assigns from time to time, (iii) the words “herein,” “hereof” generally accepted meaning in Prudent Industry Practice but that have well known and “hereunder,” and words of similar importgenerally accepted technical or trade meanings, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, have such recognized meanings; (ivl) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not necessarily exclusive; and (m) each Party acknowledges that it was represented by counsel in connection with this Agreement and that it or its counsel reviewed this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

Rules of Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofhereof or thereof, (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusiverights.

Rules of Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, otherwise (ia) any definition of or reference to any Loan Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include any amendment, renewal, extension or replacement thereofmodifications set forth herein), (iib) any reference herein to any Person person shall be construed to include such Personperson’s permitted successors and assigns from time to timeassigns, (iiic) 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, (ivd) all references herein to Articles, Sections and Annexes Schedules shall be construed to refer to ArticlesSections of and Schedules to, Sections and Annexes of this Agreement, (ve) unless otherwise expressly qualified hereinany reference to any law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusivecontract.

Rules of Interpretation. The definitions of Unless otherwise required by the context in which any term appears: (a) capitalized terms herein used in this Agreement shall apply equally to have the meanings specified in this Article 1; (b) the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculineplural and vice versa; (c) references to “Articles,” “Sections,” or “Exhibits” shall be to articles, feminine sections, or Exhibits hereof, unless otherwise specified; (d) all references to a particular Person in any capacity shall be deemed to refer also to such Person’s authorized agents, successors and neuter forms. The permitted assigns in such capacity; (e) the words “herein,” “hereof” and “hereunder” shall refer to this Agreement as a whole and not to any particular section or subsection hereof; (f) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” and shall not be construed to mean that the examples given are an exclusive list of the topics covered; (g) all accounting terms not specifically defined herein shall be construed in accordance with Generally Accepted Accounting Principles; (h) references to have this Agreement shall include a reference to all exhibits hereto, as the same meaning and effect as the word “shall.” Unless the context requires otherwisemay be amended, modified, supplemented or replaced from time to time; (i) any definition of or reference references to any agreement, document or instrument or other document herein shall be construed as referring at a particular time to refer to such agreement, document or instrument or other document as the same may be amended, restated, amended and restatedmodified, supplemented or otherwise modified from time to time and any reference herein to any statute or regulations replaced as of such time; (j) the masculine shall include any amendmentthe feminine and neuter and vice versa; and (k) references to a Law shall mean a reference to such Law as the same may be amended, renewalmodified, extension supplemented or replacement thereof, (ii) any reference herein to any Person shall restated and be construed to include such Person’s permitted successors and assigns in effect from time to time. The Parties collectively have prepared this Agreement, (iii) and none of the words “herein,” “hereof” and “hereunder,” and words of similar import, provisions hereof shall be construed to refer to against one Party on the ground that such Party is the author of this Agreement in its entirety and not to or any particular provision part hereof, (iv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusive.

Rules of Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofthereof, (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusiverights.

Rules of Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “", "includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation.” ". The word “"will” " shall be construed to have the same meaning and effect as the word “"shall.” ". Unless the context requires otherwise, otherwise (ia) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include any amendment, renewal, extension or replacement thereofmodifications set forth herein), (iib) any reference herein to any Person shall be construed to include such Person’s permitted 's successors and assigns from time to timeassigns, (iiic) 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, (ivd) all references herein to Articles, Sections Sections, Annexes and Annexes Schedules shall be construed to refer to ArticlesArticles and Sections of, Sections and Annexes of and Schedules to, this Agreement, Agreement and (ve) unless otherwise expressly qualified herein, the words “"asset” " and “"property” " shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusiverights.

Rules of Interpretation. The definitions of terms herein shall apply equally In this Agreement and in any Appendices, Exhibits or Schedules attached hereto, except to the singular extent that the context requires otherwise: The Table of Contents and plural forms the headings of the Articles and Sections herein have been inserted as a matter of convenience for reference only and shall not control or affect the meaning or construction of any of the terms defined. Whenever or provisions hereof; The singular includes the context may require, any pronoun shall include plural and the corresponding masculine, masculine includes the feminine and neuter forms. The words “include,” “includes” and “including” unless the context requires otherwise; References to any document, agreement or Law, including this Agreement, shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed include references to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of all appendices, exhibits, and schedules attached thereto and (ii) such document, agreement or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document Law as amended, restatedmodified, amended and restatedsupplemented, supplemented replaced or otherwise modified restated from time to time in accordance with its terms (if applicable) and any (where applicable) subject to compliance with the requirements set forth therein; The Exhibits hereto are incorporated herein by this reference herein and are intended to any statute or regulations shall include any amendmentbe a part of this Agreement; provided, renewalhowever, extension or replacement thereof, (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors that in the event of a conflict between the terms of an Exhibit and assigns from time to time, (iii) the words “herein,” “hereof” and “hereunder,” and words terms of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes the remainder of this Agreement, (v) unless otherwise expressly qualified hereinthe terms of the remainder of the Agreement shall take precedence; References to "Articles," "Sections," clauses, the words “asset” "Paragraphs," "Appendices," "Exhibits," or "Schedules," are to articles, sections, clauses, paragraphs, appendices, exhibits or schedules of this Agreement; All references to a particular Person shall include a reference to such Person's successors and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusive.permitted assigns;

Rules of Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the the(a) terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofhereof or thereof, (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. The terms lease and (vi) the term “or” is not exclusivelicense shall include sub-lease and sub-license.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Loan Document, shall be construed to refer to this Agreement such Loan Document in its entirety and not to any particular provision hereofhereof or thereof, (iv) all references herein in a Loan Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) The terms lease and license shall include sub-lease and sub-license. (vic) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “orinstrument” being that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. (e) To the extent that any of the representations and warranties contained in Section 6 under this Agreement or in any of the other Loan Documents is qualified by “Material Adverse Effect”, the qualifier “in all material respects” contained in Section 5.3(c) and the qualifier “in any material respect” contained in Section 9.1(d) shall not exclusiveapply. (f) Whenever the phrase “to the knowledge of” or words of similar import relating to the knowledge of a Person are used herein or in any other Loan Document, such phrase shall mean and refer to the actual knowledge of the Authorized Officers of such Person. (g) This Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Loan Parties, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Loan Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Xxxxxx’s involvement in the preparation of such documents. (h) Unless otherwise indicated, all references to a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts and “$” shall mean Dollars. (i) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time (after giving effect to any permanent reduction in the stated amount of such Letter of Credit pursuant to the terms of such Letter of Credit); provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. (j) Any reference herein or in any other Loan Document to a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, shall be deemed to apply to a division of or by a limited liability company or limited partnership, or an allocation of assets to a series of a limited liability company or limited partnership (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company or limited partnership shall constitute a separate Person hereunder and under each other Loan Document (and each division of any limited liability company or limited partnership that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity). (k) It is understood and agreed that any Lien, sale, lease or other disposition of assets, Restricted Payment, Indebtedness, Investment, Affiliate transaction or prepayment of Indebtedness need not be permitted solely by reference to one category of permitted Lien, sale, lease or other disposition of assets, Restricted Payment, Indebtedness, Investment, Affiliate transaction or prepayment of Indebtedness under such applicable Section 8.1, 8.2, 8.3, 8.4, 8.5, 8.6, 8.9 or 8.12 respectively, but may instead be permitted in part under any combination of categories under such applicable section (it being understood that the Borrower may utilize amounts under any category that is subject to any financial ratio or test prior to amounts under any other category).

Rules of Interpretation. The definitions of terms herein shall apply equally a) References to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of legislation or reference to any agreement, instrument or other document herein legal provisions shall be construed as referring to such agreement, instrument the legislation or other document legal provisions as amended, restated, amended and restated, supplemented respective amendments or otherwise consolidations or as their application is modified from time to time (either before or after the execution hereof) and include any Law or provisions of which they are consolidations (with or without modification) and any reference herein orders, regulations, instruments or another subordinate legislation in the terms of the relevant legislation or legal provision; b) The references to any statute document (including this Agreement) or regulations instrument are references to certain document (including their respective annexes) as it might be amended, consolidated, complemented, renewed or replaced periodically; c) The titles and headings hereof are inserted for convenience of reference only and shall not affect or limit the meaning of the clauses, paragraphs or items to which they apply; d) The references to the Parties shall include any amendment, renewal, extension or replacement thereof, (ii) any reference herein to any Person shall be construed to include such Person’s permitted their respective successors and assigns from time to time, (iiipermitted assignees and beneficiaries; e) The masculine gender shall include the words “herein,” “hereof” feminine and “hereunder,” the singular shall include the plural and words of similar import, shall be construed to refer to this Agreement vice versa; f) When any word or sentence is defined in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (vany other part of the text or another grammatical form of that word or sentence must have a corresponding meaning; g) unless otherwise expressly qualified hereinThe words "include", "including", "inclusive", "includes", "included" and their derivatives shall be deemed to include "without limitation" and, therefore, on an exemplifying and not restrictive basis; h) Unless stated otherwise, the words “asset” references to sections, clauses and “property” shall be construed to have the same meaning and effect and to annexes refer to any sections, clauses and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusive.annexes hereof; and

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timepermitted assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofthereof, (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusiverights.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofthereof, (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) The terms lease and license shall include sub-lease and sub-license. (vic) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “orinstrument” being that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. (e) To the extent that any of the representations and warranties contained in Section 5 under this Agreement or in any of the other Credit Documents is qualified by “Material Adverse Effect”, the qualifier “in all material respects” contained in Section 4.2(c) and the qualifier “in any material respect” contained in Section 8.1(d) shall not exclusiveapply. (f) Whenever the phrase “to the knowledge of” or words of similar import relating to the knowledge of a Person are used herein or in any other Credit Document, such phrase shall mean and refer to the actual knowledge of the Authorized Officers of such Person. (g) This Agreement and the other Credit Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Borrowers, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Credit Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Lender’s involvement in the preparation of such documents. (h) Unless otherwise indicated, all references to a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts and “$” shall mean Dollars. (i) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time (after giving effect to any permanent reduction in the stated amount of such Letter of Credit pursuant to the terms of such Letter of Credit); provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any letter of credit application or other issuer document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Rules of Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument instrument, other document, statute or other document regulation herein shall be construed as referring to such agreement, instrument instrument, other document, statute or other document regulation as amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein to any statute amended, supplemented, renewed, extended or regulations shall include any amendment, renewal, extension otherwise modified or replacement thereofRefinanced, (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusive. ARTICLE II. PRIORITIES AND AGREEMENTS WITH RESPECT TO SHARED COLLATERAL

Rules of Interpretation. The definitions of terms herein 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 word “including” (and, with correlative meaning, “includes”) shall be deemed to be followed by the phrase mean “including without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwiseotherwise requires, (i) any definition of or reference references in this Agreement to any agreement, instrument or other document herein shall be construed as referring deemed to refer to such agreement, instrument or other document as from time to time amended, restated, supplemented, modified, renewed or extended; any references to any Laws shall be deemed to refer to such Laws as they may be amended and restated, supplemented or otherwise modified from time to time and after the Effective Date; any reference herein references to any statute or regulations shall include any amendment, renewal, extension or replacement thereof, (ii) any reference herein to any Person a Party shall be construed deemed to include refer to such PersonParty’s permitted successors and assigns from time to time, (iii) assigns; the words “herein,” “hereof” and ”, “hereunder,” and words of similar import, import shall be construed deemed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) ; and all references herein to Articles, Sections and Annexes or Appendices shall be deemed to refer to Sections of or Appendices to this Agreement. This Agreement shall be construed without regard to refer to Articlesthe identity of the Person who drafted its various provisions, Sections and Annexes each and every provision of this Agreement, (v) unless otherwise expressly qualified herein, the words “asset” and “property” Agreement shall be construed as though the Parties participated equally in drafting it. Consequently, the Parties acknowledge and agree that any rule of construction that a document is to have be construed against the same meaning and effect and drafting Party shall not be applicable to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusivethis Agreement.

Rules of Interpretation. The definitions In this Agreement, except as expressly stated otherwise or unless the context otherwise requires: (a) headings and the rendering of terms herein shall apply equally to text in bold and italics are for convenience and reference purposes only and do not affect the meaning or interpretation of this Agreement; (b) words importing the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding plural and vice versa and the masculine, feminine and neuter forms. The genders include all genders; (c) the words “hereof”, “herein”, and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (d) a reference to an Article, Section, paragraph, clause, Party, or Exhibit is a reference to that Section, paragraph, clause of, or that Party or Exhibit to, this Agreement unless otherwise specified; (e) a reference to a document or agreement, including this Agreement means such document, agreement or this Agreement including any amendment or supplement to, or replacement, novation or modification of this Agreement, but disregarding any amendment, supplement, replacement, novation or modification made in breach of such document, agreement or this Agreement; (f) a reference to a Person includes that Person’s successors and permitted assigns; (g) the terms “include,” “includes” and “including” or similar words shall be deemed to be followed by the phrase words “without limitation.” The word “will” and any list of examples following such terms shall be construed to have in no way restrict or limit the same meaning and effect as generality of the word “shall.” Unless the context requires otherwise, work or provision in respect of which such examples are provided; (ih) any definition of or reference references to any agreementstatute, instrument code or other document herein shall statutory provision are to be construed as referring a reference to such agreementthe same as it may have been, instrument or other document as amended, restated, amended and restated, supplemented or otherwise modified may from time to time be, amended, modified or reenacted, and any reference herein include references to all bylaws, instruments, orders and regulations for the time being made thereunder or deriving validity therefrom unless the context otherwise requires; (i) in the event of a conflict, a mathematical formula or other precise description of a concept or a term shall prevail over words providing a more general description of a concept or a term; (j) references to any statute amount of money shall mean a reference to the amount in United States Dollars; (k) words, phrases or regulations expressions not otherwise defined herein that (i) have a generally accepted meaning in Prudent Industry Practice shall include any amendment, renewal, extension have such meaning in this Agreement or replacement thereof, (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors do not have well known and assigns from time to time, (iii) the words “herein,” “hereof” generally accepted meaning in Prudent Industry Practice but that have well known and “hereunder,” and words of similar importgenerally accepted technical or trade meanings, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, have such recognized meanings; (ivl) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not necessarily exclusive; and (m) each Party acknowledges that it was represented by counsel in connection with this Agreement and that it or its counsel reviewed this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

Rules of Interpretation. The definitions of (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto. (b) As used herein shall apply equally and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to any Loan Party not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the singular extent not defined, shall have the respective meanings given to them under GAAP, (ii) the words "include", "includes" and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “"including” " shall be deemed to be followed by the phrase “"without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein to any statute or regulations shall include any amendment, renewal, extension or replacement thereof, (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to time", (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, word "incur" shall be construed to refer mean incur, create, issue, assume, become liable in respect of or suffer to this Agreement in its entirety exist (and not to any particular provision hereofthe words "incurred" and "incurrence" shall have correlative meanings), (iv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified herein, the words “"asset” " and “"property” " shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, accounts revenues, accounts, leasehold interests and contract rights and rights, (v) references to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified or waived from time to time (provided that nothing contained in this Section 1.4(b) shall be deemed to permit or authorize any such amendment, supplement, restatement, modification or waiver that is not in accordance with the terms of such document or agreement or the terms of the Loan Documents), (vi) the term “or” is not exclusivea reference to any Requirement of Law includes any amendment or modification to such law, and (vii) a reference to any Person includes such Person's permitted successors and permitted assigns.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofhereof or thereof, (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) The terms lease and license shall include sub-lease and sub-license. #200345476_v12 (vic) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “orinstrument” being that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. (e) To the extent that any of the representations and warranties contained in Section 6 under this Agreement or in any of the other Credit Documents is qualified by materiality or reference to “Material Adverse Effect”, the qualifier “in all material respects” contained in Section 5.2(c) and the qualifier “in any material respect” contained in Section 9.1(e) shall not exclusiveapply. (f) Whenever the phrase “to the knowledge of” or words of similar import relating to the knowledge of a Person are used herein or in any other Credit Document, such phrase shall mean and refer to the actual knowledge of the Authorized Officers of such Person. (g) This Agreement and the other Credit Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Credit Parties, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Credit Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Xxxxxx’s involvement in the preparation of such documents. (h) Unless otherwise indicated, all references to a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts and “$” shall mean Dollars. (i) Any reference herein or in any other Credit Document to a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder and under each other Credit Document (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Rules of Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified modified, (ii) any definition of or reference to any law shall be construed as referring to such law as from time to time amended and any reference herein successor thereto and the rules and regulations promulgated from time to any statute or regulations shall include any amendment, renewal, extension or replacement thereoftime thereunder, (iiiii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iiiiv) the words “herein,” ”, “hereof” ’ and “hereunder,” ”, and words of similar import, shall be construed to refer to this Guaranty and Security Agreement in its entirety and not to any particular provision hereof, (ivv) all references herein to Articles, Sections Sections, Exhibits and Annexes Schedules shall be construed to refer to ArticlesArticles and Sections of, Sections and Annexes of Exhibits and Schedules to and any Supplement thereto, this Guaranty and Security Agreement, and (vvi) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) rights. All references herein to provisions of the term “or” is not exclusiveUCC shall include all successor provisions under any subsequent version or amendment to any Article of the UCC.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. . (b) The word "or" is not exclusive. (c) Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. . (d) The words “"include,” “" "includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation.” " (e) Accounting terms have the meanings assigned to them by GAAP, as applied by the accounting entity to which they refer. (f) The word “"will” " shall be construed to have the same meaning and effect as the word “"shall.” " (g) Unless the context requires otherwise, otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include any amendment, renewal, extension modifications set forth herein or replacement thereof, therein), (ii) any reference herein to any Person person shall be construed to include such Personperson’s permitted successors and assigns from time to time, assigns, (iii) the words “"herein,” “" "hereof” " and “"hereunder,” " and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes Exhibits shall be construed to refer to ArticlesArticles and Sections of, Sections and Annexes of Exhibits to, this Agreement, and (v) any reference to any law or regulation herein shall, unless otherwise expressly qualified hereinspecified, 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 propertiessuch law or regulation as amended, including cash, securities, accounts and contract rights and modified or supplemented from time to time (vi) except to the term “or” is not exclusiveextent otherwise provided herein).

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofhereof or thereof, (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) The terms lease and license shall include sub-lease and sub-license. (vic) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “orinstrument” is not exclusivebeing that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. 33

Rules of Interpretation. With reference to this Security Agreement, unless otherwise specified herein: (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofLoan Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar importimport when used herein, shall be construed to refer to this Security Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections Sections, Exhibits and Annexes Schedules shall be 84027079_3 construed to refer to ArticlesArticles and Sections of, Sections and Annexes of Exhibits and Schedules to, this Security Agreement, (v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any Law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such Law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and (vi) including;” the term words “orto” is not exclusiveand “until” each mean “to but excluding;” and the word “through” means “to and including.”

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “"herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofthereof, (iv) all references herein in a Credit Document to Articles, Sections Sections, Exhibits and Annexes Schedules shall be construed to refer to ArticlesArticles and Sections of, Sections and Annexes of this AgreementExhibits and Schedules to, the Credit Document in which such references appear, (v) any reference to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all assets and property of whatever kind, real and personal, tangible and intangible assets and propertiesintangible, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusiverights.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofhereof or thereof, (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) The terms lease and license shall include sub-lease and sub-license. (vic) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “orinstrument” being that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. (e) Whenever the phrase “to the knowledge of” or words of similar import relating to the knowledge of a Person are used herein or in any other Credit Document, such phrase shall mean and refer to the actual knowledge of the Authorized Officers of such Person. (f) This Agreement and the other Credit Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Credit Parties, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Credit Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Xxxxxx’s involvement in the preparation of such documents. (g) Unless otherwise indicated, all references to a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts and “$” shall mean Dollars. (h) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time (after giving effect to any permanent reduction in the stated amount of such Letter of Credit pursuant to the terms of such Letter of Credit); provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is not exclusivein effect at such time. (i) Any reference herein or in any other Credit Document to a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder and under each other Credit Document (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofhereof or thereof, (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) The terms lease and license shall include sub-lease and sub-license. (vic) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “orinstrument” being that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. (e) To the extent that any of the representations and warranties contained in Section 6 under this Agreement or in any of the other Credit Documents is qualified by “Material Adverse Effect”, the qualifier “in all material respects” contained in Section 5.2(c) and the qualifier “in any material respect” contained in Section 9.1(d) shall not exclusiveapply. (f) Whenever the phrase “to the knowledge of” or words of similar import relating to the knowledge of a Person are used herein or in any other Credit Document, such phrase shall mean and refer to the actual knowledge of the Authorized Officers of such Person. (g) This Agreement and the other Credit Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Credit Parties, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Credit Documents are not intended to be construed (h) against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Xxxxxx’s involvement in the preparation of such documents. (i) Unless otherwise indicated, all references to a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts and “$” shall mean Dollars. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time (after giving effect to any permanent reduction in the stated amount of such Letter of Credit pursuant to the terms of such Letter of Credit); provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. (j) Any reference herein or in any other Credit Document to a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder and under each other Credit Document (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity). (k) Any reference to “calendar month”, “month” or any variation thereof in this Agreement or in any other Credit Document shall mean and be a reference to “fiscal month of any Fiscal Year”.

Rules of Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified modified, (ii) any definition of or reference to any law shall be construed as referring to such law as from time to time amended and any reference herein successor thereto and the rules and regulations promulgated from time to any statute or regulations shall include any amendment, renewal, extension or replacement thereoftime thereunder, (iiiii) any reference herein to any Person shall be construed to include such Person’s permitted 's successors and assigns from time to timepermitted assigns, (iiiiv) the words “herein,” ”, “hereof” and “hereunder,” ”, and words of similar import, shall be construed to refer to this Guarantee and Security Agreement in its entirety and not to any particular provision hereof, (ivv) all references herein to Articles, Sections Sections, Exhibits and Annexes Schedules shall be construed to refer to ArticlesArticles and Sections of, Sections and Annexes of Exhibits and Schedules to and any Supplement thereto, this Guarantee and Security Agreement, and (vvi) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) rights. All references herein to provisions of the term “or” is not exclusiveUCC shall include all successor provisions under any subsequent version or amendment to any Article of the UCC.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timepermitted assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofthereof, (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) The terms lease and license shall include sub-lease and sub-license. (vic) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “orinstrument” being that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. (e) To the extent that any of the representations and warranties contained in Section 6 under this Agreement or in any of the other Credit Documents is qualified by “Material Adverse Effect”, the qualifier “in all material respects” contained in Section 5.2(c) and the qualifier “in any material respect” contained in Section 9.1(d) shall not exclusiveapply. (f) Whenever the phrase “to the knowledge of” or words of similar import relating to the knowledge of a Person are used herein or in any other Credit Document, such phrase shall mean and refer to the actual knowledge of the Authorized Officers or Responsible Officers of such Person. (g) This Agreement and the other Credit Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Credit Parties, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Credit Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Lender’s involvement in the preparation of such documents. (h) Unless otherwise indicated, all references to a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts and “$” shall mean Dollars. (i) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time (after giving effect to any permanent reduction in the stated amount of such Letter of Credit pursuant to the terms of such Letter of Credit); provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any letter of credit application or other issuer document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. (j) Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity). (k) For the avoidance of doubt, the parties intend that the term “Enterprise” refer to financial calculations that cover (i) the Group and (ii) Healthpeak OP’s Pro Rata Share of Material Joint Ventures.

Rules of Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified modified, (ii) any definition of or reference to any law shall be construed as referring to such law as from time to time amended and any reference herein successor thereto and the rules and regulations promulgated from time to any statute or regulations shall include any amendment, renewal, extension or replacement thereoftime thereunder, (iiiii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iiiiv) the words “herein,” ”, “hereof” and “hereunder,” ”, and words of similar import, shall be construed to refer to this Guaranty and Security Agreement in its entirety and not to any particular provision hereof, (ivv) all references herein to Articles, Sections Sections, Exhibits and Annexes Schedules shall be construed to refer to ArticlesArticles and Sections of, Sections and Annexes of Exhibits and Schedules to and any Supplement thereto, this Guaranty and Security Agreement, and (vvi) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) rights. All references herein to provisions of the term “or” is not exclusiveUCC shall include all successor provisions under any subsequent version or amendment to any Article of the UCC.

Rules of Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) , 1. any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein to any statute or regulations shall include any amendment, renewal, extension or replacement thereof, (ii) , 2. any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to time, (iii) , 3. the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) , 4. all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) , 5. unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) 6. the term “or” is not exclusive.

Rules of Interpretation. With reference to this Agreement: (i) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (iA) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include any amendment, renewal, extension or replacement thereofmodifications set forth herein), (iiB) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns assigns, (C) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (iiiD) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal property and tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (ii) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (viiii) Paragraph headings herein are included for convenience of reference only and shall not affect the term “or” is not exclusiveinterpretation of this Agreement.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofthereof, (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) The terms lease and license shall include sub-lease and sub-license. (vic) All terms not specially defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “orinstrument” being that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. (e) To the extent that any of the representations and warranties contained in Section 5 under this Agreement or in any of the other Credit Documents is qualified by “Material Adverse Effect”, the qualifier “in all material respects” contained in Section 4.2(b) and the qualifier “in any material respect” contained in Section 9.1(d) shall not exclusiveapply. (f) Whenever the phrase “to the knowledge of” or words of similar import relating to the knowledge of a Person are used herein or in any other Credit Document, such phrase shall mean and refer to the actual knowledge of the Authorized Officers of such Person. (g) This Agreement and the other Credit Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Credit Parties, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Credit Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Lender’s involvement in the preparation of such documents. (h) Unless otherwise indicated, all references to a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts and “$” shall mean Dollars. (i) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any letter of credit application or other issuer document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein in any Credit Document shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “herein,” “hereof” all references in a Credit Document to Sections, Exhibits, Annexes, Appendices and “hereunder,” and words of similar import, Schedules shall be construed to refer to this Agreement Sections of, and Exhibits, Annexes, Appendices and Schedules to, the Credit Document in its entirety which such references appear, and not to any particular provision hereof, (iv) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. (b) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. (c) Unless otherwise indicated, all references herein to Articles, Sections and Annexes a specific time shall be construed to refer be Eastern Standard Time. (d) Any reference herein or in any other Credit Document to Articlesa merger, Sections transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, shall be deemed to apply to a division of, or by, a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder and Annexes under each other Credit Document (and each division of this Agreementany limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity). (ve) unless Unless otherwise expressly qualified specified herein, the words “asset” and “property” amount of a Letter of Credit at any time shall be construed deemed to have be the same meaning and stated amount of such Letter of Credit in effect and to refer at such time (after giving effect to any and permanent reduction in the stated amount of such Letter of Credit pursuant to the terms of such Letter of Credit); provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all tangible and intangible assets and propertiessuch increases, including cash, securities, accounts and contract rights and (vi) the term “or” whether or not such maximum stated amount is not exclusivein effect at such time.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofhereof or thereof, (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) The terms lease and license shall include sub-lease and sub-license. 35 (vic) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “orinstrument” is not exclusivebeing that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofhereof or thereof, (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) The terms lease and license shall include sub-lease and sub-license. (vic) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “orinstrument” being that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. (e) Whenever the phrase “to the knowledge of” or words of similar import relating to the knowledge of a Person are used herein or in any other Credit Document, such phrase shall mean and refer to the actual knowledge of the Authorized Officers of such Person. (f) This Agreement and the other Credit Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Credit Parties, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Credit Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Lender’s involvement in the preparation of such documents. (g) Unless otherwise indicated, all references to a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts and “$” shall mean Dollars. (h) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time (after giving effect to any permanent reduction in the stated amount of such Letter of Credit pursuant to the terms of such Letter of Credit); provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is not exclusivein effect at such time. (i) Any reference herein or in any other Credit Document to a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder and under each other Credit Document (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timepermitted assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofthereof, (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) The terms lease and license shall include sub-lease and sub-license. (vic) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “orinstrument” being that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. (e) To the extent that any of the representations and warranties contained in Section 6 under this Agreement or in any of the other Credit Documents is qualified by “Material Adverse Effect”, the qualifier “in all material respects” contained in Section 5.2(c) and the qualifier “in any material respect” contained in Section 9.1(d) shall not exclusiveapply. (f) Whenever the phrase “to the knowledge of” or words of similar import relating to the knowledge of a Person are used herein or in any other Credit Document, such phrase shall mean and refer to the actual knowledge of the Authorized Officers of such Person. (g) This Agreement and the other Credit Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Credit Parties, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Credit Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Lxxxxx’s involvement in the preparation of such documents. (h) Unless otherwise indicated, all references to a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts and “$” shall mean Dollars. (i) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time (after giving effect to any permanent reduction in the stated amount of such Letter of Credit pursuant to the terms of such Letter of Credit); provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any letter of credit application or other issuer document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Loan Document, shall be construed to refer to this Agreement such Loan Document in its entirety and not to any particular provision hereofhereof or thereof, (iv) all references herein in a Loan Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) The terms lease and license shall include sub-lease and sub-license. (vic) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “orinstrument” being that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. (e) To the extent that any of the representations and warranties contained in Section 6 under this Agreement or in any of the other Loan Documents is qualified by “Material Adverse Effect”, the qualifier “in all material respects” contained in Section 5.3(c) and the qualifier “in any material respect” contained in Section 9.1(d) shall not exclusiveapply. CHAR1\1982293v2 (f) Whenever the phrase “to the knowledge of” or words of similar import relating to the knowledge of a Person are used herein or in any other Loan Document, such phrase shall mean and refer to the actual knowledge of the Authorized Officers of such Person. (g) This Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Loan Parties, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Loan Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Lexxxx’s involvement in the preparation of such documents. (h) Unless otherwise indicated, all references to a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts and “$” shall mean Dollars. (i) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time (after giving effect to any permanent reduction in the stated amount of such Letter of Credit pursuant to the terms of such Letter of Credit); provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. (j) Any reference herein or in any other Loan Document to a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, shall be deemed to apply to a division of or by a limited liability company or limited partnership, or an allocation of assets to a series of a limited liability company or limited partnership (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company or limited partnership shall constitute a separate Person hereunder and under each other Loan Document (and each division of any limited liability company or limited partnership that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity). (k) It is understood and agreed that any Lien, sale, lease or other disposition of assets, Restricted Payment, Indebtedness, Investment, Affiliate transaction or prepayment of Indebtedness need not be permitted solely by reference to one category of permitted Lien, sale, lease or other disposition of assets, Restricted Payment, Indebtedness, Investment, Affiliate transaction or prepayment of Indebtedness under such applicable Section 8.1, 8.2, 8.3, 8.4, 8.5, 8.6, 8.9 or 8.12 respectively, but may instead be permitted in part under any combination of categories under such applicable section (it being understood that the Borrower may utilize amounts under any category that is subject to any financial ratio or test prior to amounts under any other category).

Rules of Interpretation. The definitions of terms herein shall apply equally a) References to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of legislation or reference to any agreement, instrument or other document herein legal provisions shall be construed as referring to such agreement, instrument the legislation or other document legal provisions as amended, restated, amended and restated, supplemented respective amendments or otherwise consolidations or as their application is modified from time to time (either before or after the execution hereof) and include any Law or provisions of which they are consolidations (with or without modification) and any reference herein orders, regulations, instruments or another subordinate legislation in the terms of the relevant legislation or legal provision; b) The references to any statute document (including this Agreement) or regulations instrument are references to certain document (including their respective annexes) as it might be amended, consolidated, complemented, renewed or replaced periodically; c) The titles and headings hereof are inserted for convenience of reference only and shall not affect or limit the meaning of the clauses, paragraphs or items to which they apply; d) The references to the Parties shall include any amendment, renewal, extension or replacement thereof, (ii) any reference herein to any Person shall be construed to include such Person’s permitted their respective successors and assigns from time to time, (iiipermitted assignees and beneficiaries; e) The masculine gender shall include the words “herein,” “hereof” feminine and “hereunder,” the singular shall include the plural and words of similar import, shall be construed to refer to this Agreement vice versa; f) When any word or sentence is defined in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (vany other part of the text or another grammatical form of that word or sentence must have a corresponding meaning; g) unless otherwise expressly qualified hereinThe words "include", "including", "inclusive", "includes", "included" and their derivatives shall be deemed to include "without limitation" and, therefore, on an exemplifying and not restrictive basis; h) Unless stated otherwise, the words “asset” references to sections, clauses and “property” shall be construed to have the same meaning and effect and to annexes refer to any sections, clauses and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusive.annexes hereof;

Rules of Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, otherwise (ia) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include any amendment, renewal, extension or replacement thereofmodifications set forth herein), (iib) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iiic) 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, (ivd) all references herein to Articles, Sections Sections, Exhibits and Annexes Schedules shall be construed to refer to ArticlesArticles and Sections of, Sections and Annexes of Exhibits and Schedules to, this Agreement, Agreement and (ve) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. If the First-Lien Termination Date has occurred, a reference in this Agreement to the Credit Agent shall, unless the context requires otherwise, be construed as a reference to the Collateral Agent and (vi) the term “or” is not exclusivethis agreement shall be interpreted accordingly.

Rules of Interpretation. The definitions of terms herein shall apply equally to the singular and plural plural(a) forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timepermitted assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofthereof, (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. The terms lease and (vi) the term “or” is not exclusivelicense shall include sub-lease and sub-license.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofhereof or thereof, (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) The terms lease and license shall include sub-lease and sub-license. (vic) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “orinstrument” being that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. (e) To the extent that any of the representations and warranties contained in Section 6 under this Agreement or in any of the other Credit Documents is qualified by “Material Adverse Effect”, the qualifier “in all material respects” contained in Section 5.2(c) and the qualifier “in any material respect” contained in Section 9.1(e) shall not exclusiveapply. (f) Whenever the phrase “to the knowledge of” or words of similar import relating to the knowledge of a Person are used herein or in any other Credit Document, such phrase shall mean and refer to the actual knowledge of the Responsible Officers of such Person. (g) This Agreement and the other Credit Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Credit Parties, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Credit Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Lender’s involvement in the preparation of such documents. (h) Unless otherwise indicated, all references to a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts and “$” shall mean Dollars. (i) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time (after giving effect to any permanent reduction in the stated amount of such Letter of Credit pursuant to the terms of such Letter of Credit); provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any letter of credit application or other issuer document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofhereof or thereof, (iv) all 24 #194770820_v13 references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) The terms lease and license shall include sub-lease and sub-license. (vic) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “orinstrument” being that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. (e) To the extent that any of the representations and warranties contained in Section 6 under this Agreement or in any of the other Credit Documents is qualified by materiality or reference to “Material Adverse Effect” and the qualifier “in any material respect” contained in Section 9.1(e) shall not exclusiveapply. (f) Whenever the phrase “to the knowledge of” or words of similar import relating to the knowledge of a Person are used herein or in any other Credit Document, such phrase shall mean and refer to the actual knowledge of the Authorized Officers of such Person. (g) This Agreement and the other Credit Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Credit Parties, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Credit Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Xxxxxx’s involvement in the preparation of such documents. (h) Unless otherwise indicated, all references to a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts and “$” shall mean Dollars. (i) Any reference herein or in any other Credit Document to a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder and under each other Credit Document (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Rules of Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. The word "or" is not exclusive. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “" "includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation.” " Accounting terms have the meanings assigned to them by GAAP, as applied by the accounting entity to which they refer. The word “"will” " shall be construed to have the same meaning and effect as the word “"shall.” " Unless the context requires otherwise, otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include any amendment, renewal, extension modifications set forth herein or replacement thereoftherein), (ii) any reference herein to any Person person shall be construed to include such Personperson’s permitted successors and assigns from time to timeassigns, (iii) the words “"herein,” “" "hereof” " and “"hereunder,” " and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes Exhibits shall be construed to refer to ArticlesArticles and Sections of, Sections and Annexes of Exhibits to, this Agreement, and (v) any reference to any law or regulation herein shall, unless otherwise expressly qualified hereinspecified, 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 propertiessuch law or regulation as amended, including cash, securities, accounts and contract rights and modified or supplemented from time to time (vi) except to the term “or” is not exclusiveextent otherwise provided herein).

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofthereof, (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) The terms lease and license shall include sub-lease and sub-license. (vic) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “orinstrument” being that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. (e) To the extent that any of the representations and warranties contained in Section 6 under this Agreement or in any of the other Credit Documents is qualified by “Material Adverse Effect”, the qualifier “in all material respects” contained in Section 5.3(c) and the qualifier “in any material respect” contained in Section 9.1(d) shall not exclusiveapply. (f) Whenever the phrase “to the knowledge of’ or words of similar import relating to the knowledge of a Person are used herein or in any other Credit Document, such phrase shall mean and refer to the actual knowledge of the Authorized Officers of such Person. (g) This Agreement and the other Credit Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Credit Parties, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Credit Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Lender’s involvement in the preparation of such documents. (h) Unless otherwise indicated, all references to a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts and “$” shall mean Dollars.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “, without limitation.” ,”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, : (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereof, other Credit Document); (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to time, assigns; (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereof, hereof or thereof; (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear; (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time; (vi) all references contained in a Section to clauses or definitions occurring “above” or “below” shall refer to the applicable clause of, or definition set forth in, such Section, and all general references contained in a Section or clause thereof to “the above” or “the below” shall refer, collectively, to all provisions of such Section or clause, as applicable, occurring prior to or after, as applicable, the occurrence of such general reference; and (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 cash, securities, accounts and contract rights rights. (b) The terms lease and license shall include sub-lease and sub-license. (vic) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “orinstrument” is not exclusivebeing that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from, and including,”, the words “to” and “until” each mean “to, but excluding,”, and the word “through” means “to, and including,”.

Rules of Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, otherwise (ia) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include any amendment, renewal, extension or replacement thereofmodifications set forth herein), (iib) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iiic) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Security Agreement in its entirety and not to any particular provision hereof, (ivd) all references herein to Articles, Sections Sections, Exhibits and Annexes Schedules shall be construed to refer to ArticlesArticles and Sections of, Sections and Annexes of Exhibits and Schedules to, this Security Agreement, (ve) any reference to any law or regulation herein shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) rights. All references herein to provisions of the term “or” is not exclusiveUCC shall include all successor provisions under any subsequent version or amendment to any Article of the UCC.

Rules of Interpretation. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Loan Document, shall be construed to refer to this Agreement such Loan Document in its entirety and not to any particular provision hereofthereof, (iv) all references herein in a Loan Document to Articles, Sections Sections, Exhibits, Disclosure Schedules and Annexes shall be construed to refer to ArticlesArticles and Sections of, Sections and Exhibits, Disclosure Schedules and Annexes of this Agreementto, the Loan Document in which such references appear, (v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any Law shall, unless otherwise expressly qualified hereinspecified, refer to such Law as amended, modified or supplemented from time to time and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (vic) Article and Section headings herein and in the term “or” is other Loan Documents are included for convenience of reference only and shall not exclusiveaffect the interpretation of this Agreement or any other Loan Document.

Rules of Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, , (ia) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein to any statute or regulations shall include any amendment, renewal, extension or replacement thereof, , (iib) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to time, , (iiic) 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, , (ivd) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, , (ve) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and and (vif) the term “or” is not exclusive.

Rules of Interpretation. The definitions of terms herein shall apply equally a) References to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of legislation or reference to any agreement, instrument or other document herein legal provisions shall be construed as referring to such agreement, instrument the legislation or other document legal provisions as amended, restated, amended and restated, supplemented respective amendments or otherwise consolidations or as their application is modified from time to time (either before or after the execution hereof) and include any Law or provisions of which they are consolidations (with or without modification) and any reference herein orders, regulations, instruments or another subordinate legislation in the terms of the relevant legislation or legal provision; b) The references to any statute document (including this Agreement) or regulations instrument are references to certain document (including their respective annexes) as it might be amended, consolidated, complemented, renewed or replaced periodically; c) The titles and headings hereof are inserted for convenience of reference only and shall not affect or limit the meaning of the clauses, paragraphs or items to which they apply; d) The references to the Parties shall include any amendment, renewal, extension or replacement thereof, (ii) any reference herein to any Person shall be construed to include such Person’s permitted their respective successors and assigns from time to time, (iiipermitted assignees and beneficiaries; e) The masculine gender shall include the words “herein,” “hereof” feminine and “hereunder,” the singular shall include the plural and words of similar import, shall be construed to refer to this Agreement vice versa; f) When any word or sentence is defined in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (vany other part of the text or another grammatical form of that word or sentence must have a corresponding meaning; g) unless otherwise expressly qualified hereinThe words "include", "including", "inclusive", "includes", "included" and their derivatives shall be deemed to include "without limitation" and, therefore, on an exeplifying and not restrictive basis; h) Unless stated otherwise, the words “asset” references to sections, clauses and “property” shall be construed to have the same meaning and effect and to annexes refer to any sections, clauses and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusive.annexes hereof; and

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofthereof, (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) The terms lease and license shall include sub-lease and sub-license. (vic) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “orinstrument” being that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. (e) To the extent that any of the representations and warranties contained in Section 5 under this Agreement or in any of the other Credit Documents is qualified by “Material Adverse Effect”, the qualifier “in all material respects” contained in Section 4.2(b) and the qualifier “in any material respect” contained in Section 9.1(d) shall not exclusiveapply. (f) Whenever the phrase “to the knowledge of” or words of similar import relating to the knowledge of a Person are used herein or in any other Credit Document, such phrase shall mean and refer to the actual knowledge of the Authorized Officers of such Person. (g) This Agreement and the other Credit Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Credit Parties, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Credit Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Lender’s involvement in the preparation of such documents. (h) Unless otherwise indicated, all references to a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts and “$” shall mean Dollars. (i) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any letter of credit application or other issuer document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofhereof or thereof, (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) The terms lease and license shall include sub-lease and sub-license. 36 (vic) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “orinstrument” is not exclusivebeing that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Loan Document, shall be construed to refer to this Agreement such Loan Document in its entirety and not to any particular provision hereofhereof or thereof, (iv) all references herein in a Loan Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) The terms lease and license shall include sub-lease and sub-license. (vic) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “orinstrument” being that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. (e) To the extent that any of the representations and warranties contained in Section 6 under this Agreement or in any of the other Loan Documents is qualified by “Material Adverse Effect”, the qualifier “in all material respects” contained in Section 5.2(c) and the qualifier “in any material respect” contained in Section 9.1(d) shall not exclusiveapply. (f) Whenever the phrase “to the knowledge of” or words of similar import relating to the knowledge of a Person are used herein or in any other Loan Document, such phrase shall mean and refer to the actual knowledge of the Authorized Officers of such Person. (g) This Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Loan Parties, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Loan Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Lender’s involvement in the preparation of such documents. (h) Unless otherwise indicated, all references to a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts and “$” shall mean Dollars. (i) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time (after giving effect to any permanent reduction in the stated amount of such Letter of Credit pursuant to the terms of such Letter of Credit); provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. (j) Any reference herein or in any other Loan Document to a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, shall be deemed to apply to a division of or by a limited liability company or limited partnership, or an allocation of assets to a series of a limited liability company or limited partnership (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company or limited partnership shall constitute a separate Person hereunder and under each other Loan Document (and each division of any limited liability company or limited partnership that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Loan Document, shall be construed to refer to this Agreement such Loan Document in its entirety and not to any particular provision hereofhereof or thereof, (iv) all references herein in a Loan Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) The terms lease and license shall include sub-lease and sub-license. (vic) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “orinstrument” being that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. (e) To the extent that any of the representations and warranties contained in Section 6 under this Agreement or in any of the other Loan Documents is qualified by “Material Adverse Effect”, the qualifier “in all material respects” contained in Section 5.3(c) and the qualifier “in any material respect” contained in Section 9.1(d) shall not exclusiveapply. (f) Whenever the phrase “to the knowledge of” or words of similar import relating to the knowledge of a Person are used herein or in any other Loan Document, such phrase shall mean and refer to the actual knowledge of the Authorized Officers of such Person. (g) This Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Loan Parties, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Loan Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Lender’s involvement in the preparation of such documents. (h) Unless otherwise indicated, all references to a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts and “$” shall mean Dollars. (i) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time (after giving effect to any permanent reduction in the stated amount of such Letter of Credit pursuant to the terms of such Letter of Credit); provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. (j) Any reference herein or in any other Loan Document to a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, shall be deemed to apply to a division of or by a limited liability company or limited partnership, or an allocation of assets to a series of a limited liability company or limited partnership (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company or limited partnership shall constitute a separate Person hereunder and under each other Loan Document (and each division of any limited liability company or limited partnership that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity). (k) It is understood and agreed that any Lien, sale, lease or other disposition of assets, Restricted Payment, Indebtedness, Investment, Affiliate transaction or prepayment of Indebtedness need not be permitted solely by reference to one category of permitted Lien, sale, lease or other disposition of assets, Restricted Payment, Indebtedness, Investment, Affiliate transaction or prepayment of Indebtedness under such applicable Section 8.1, 8.2, 8.3, 8.4, 8.5, 8.6, 8.9 or 8.12 respectively, but may instead be permitted in part under any combination of categories under such applicable section (it being understood that the Borrower may utilize amounts under any category that is subject to any financial ratio or test prior to amounts under any other category).

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofhereof or thereof, (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) The terms lease and license shall include sub-lease and sub-license. (vic) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “orinstrument” being that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. (e) To the extent that any of the representations and warranties contained in Section 6 under this Agreement or in any of the other Credit Documents is qualified by materiality or reference to “Material Adverse Effect”, the qualifier “in all material respects” contained in Section 5.2(c) and the qualifier “in any material respect” contained in Section 9.1(d) shall not exclusiveapply. (f) Whenever the phrase “to the knowledge of” or words of similar import relating to the knowledge of a Person are used herein or in any other Credit Document, such phrase shall mean and refer to the actual knowledge of the Authorized Officers of such Person. (g) This Agreement and the other Credit Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Credit Parties, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Credit Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Xxxxxx’s involvement in the preparation of such documents. (h) Unless otherwise indicated, all references to a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts and “$” shall mean Dollars. (i) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time (after giving effect to any permanent reduction in the stated amount of such Letter of Credit pursuant to the terms of such Letter of Credit); provided that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. (j) Any reference herein or in any other Credit Document to a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder and under each other Credit Document (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Rules of Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument instrument, other document, statute or other document regulation herein shall be construed as referring to such agreement, instrument instrument, other document, statute or other document regulation as amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein to any statute amended, supplemented, renewed, extended or regulations shall include any amendment, renewal, extension or replacement thereofotherwise modified, (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes Exhibits shall be construed to refer to Articles, Sections and Annexes Exhibits of this Agreement, (v) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusive.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofhereof or thereof, (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. (c) To the extent that any of the representations and warranties contained in Section 6 under this Agreement or in any of the other Credit Documents is qualified by “Material Adverse Effect”, the qualifier “in all material respects” contained in Section 5.2(c) and the qualifier “in any material respect” contained in Section 9.1(d) shall not apply. (d) Whenever the phrase “to the knowledge of” or words of similar import relating to the knowledge of a Person are used herein or in any other Credit Document, such phrase shall mean and refer to the actual knowledge of the Authorized Officers of such Person. (e) This Agreement and the other Credit Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Credit Parties, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Credit Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Xxxxxx’s involvement in the preparation of such documents. (f) Unless otherwise indicated, all references to a specific time shall be construed to Central Standard Time or Central Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts and “$” shall mean Dollars. (g) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time (after giving effect to any permanent reduction in the stated amount of such Letter of Credit pursuant to the terms of such Letter of Credit); provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. (h) Any reference herein or in any other Credit Document to a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder and under each other Credit Document (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity). (i) Unless otherwise expressly provided herein, (i) any definition or reference to formation documents, governing documents, agreements (including the Credit Documents) and other contractual documents or instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Credit Document; and (viii) any definition or reference to any applicable law, including Anti-Corruption Laws, ERISA, the term “or” is not exclusivePATRIOT Act, the Trading with the Enemy Act of the United States or any of the foreign assets control regulations of the United States Treasury Department, shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such applicable law.

Rules of Interpretation. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any 90731114_8 Loan Document, shall be construed to refer to this Agreement such Loan Document in its entirety and not to any particular provision hereofthereof, (iv) all references herein in a Loan Document to Articles, Sections Sections, Exhibits, Disclosure Schedules and Annexes shall be construed to refer to ArticlesArticles and Sections of, Sections and Exhibits, Disclosure Schedules and Annexes of this Agreementto, the Loan Document in which such references appear, (v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any Law shall, unless otherwise expressly qualified hereinspecified, refer to such Law as amended, modified or supplemented from time to time and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (vic) Article and Section headings herein and in the term “or” is other Loan Documents are included for convenience of reference only and shall not exclusiveaffect the interpretation of this Agreement or any other Loan Document.

Rules of Interpretation. The definitions Unless the context of terms herein this Agreement otherwise requires, the following rules of interpretation shall apply equally to this Agreement: (a) the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculineplural, feminine and neuter forms. The the plural shall include the singular; (b) words “of any gender shall include the other gender; (c) the words "hereof," "herein," "hereby," "hereto," and similar words refer to this entire Agreement and not to any particular Section or any other subdivision of this Agreement; (d) the words "include,” “" "includes” ," and “"including” shall " will be deemed to be followed by the phrase “"without limitation.” The word “will” "; (e) unless otherwise specified, a reference to any "Section", "Schedule," "Annex" or "Exhibit" is a reference to a specific Section of, or Schedule or Exhibit to, this Agreement; (f) a reference to any law, statute, regulation, notification or statutory provision shall be construed include any amendment, modification or re-enactment thereof, any regulations promulgated thereunder from time to have the same meaning time, and effect as the word “shall.” Unless the context requires otherwise, any interpretations thereof from time to time by any regulatory or administrative authority; (ig) any definition of or a reference to any agreement, instrument instrument, contract or other document herein shall be construed as referring to such agreement, instrument or other document as amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein to any statute or regulations shall include any amendment, renewalamendment and restatement, extension supplement or replacement thereof, other modification thereto; (iih) any a reference herein to any Person shall be construed to include such Person’s permitted 's successors and permitted assigns under any agreement, instrument, contract or other document; and (i) all accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles in effect from time to timetime in the United States of America, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusiveconsistently applied.

Rules of Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein to any statute or regulations regulation shall include any amendment, renewal, extension or replacement thereof, (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to time, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusive.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” ”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein (subject to any statute restrictions on such amendments, supplements or regulations shall include modifications set forth herein or in any amendment, renewal, extension or replacement thereofother Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns from time to timeassigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar importimport when used in any Credit Document, shall be construed to refer to this Agreement such Credit Document in its entirety and not to any particular provision hereofhereof or thereof, (iv) all references herein in a Credit Document to ArticlesSections, Sections Exhibits, Appendices and Annexes Schedules shall be construed to refer to ArticlesSections of, Sections and Annexes of this AgreementExhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise expressly qualified hereinspecified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights rights. (b) The terms lease and license shall include sub-lease and sub-license. (vic) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “orinstrument” is not exclusivebeing that defined under Article 9 of the UCC of such jurisdiction. (d) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”.