Common use of Terms Generally Clause in Contracts

Terms Generally. (1) 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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 rightsrights and (f) 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. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) The definitions of terms herein set forth or referred to in Section 1.01 shall apply equally to both 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 Unless the context requires otherwise, (a) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The , (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless , (d) the context requires otherwise word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (aand the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein), (b) any reference herein to any Person person shall be construed to include such Personperson’s legal successors and permitted assigns, assigns and (cg) the words “herein”, “hereofasset” and “hereunder”, and words of similar import, property” shall be construed to refer to this Agreement in its entirety have the same meaning and not to any particular provision hereof, (d) unless otherwise expressly stated, all effect. All references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer deemed references to Articles and Sections of, and Exhibits and Schedules to, these Provisionsthis Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, but all such references elsewhere any reference in this Agreement to any Loan Document or organizational document of the Loan Parties shall be construed mean such document as amended, restated, supplemented or otherwise modified from time to refer time (subject to this Agreement apart from these Provisionsany restrictions on such amendments, (e) supplements or modifications set forth herein or in any other Loan Document). 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 herein shall, unless otherwise specified, 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 rightstime. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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, (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (b) any definition of or reference to any law, rule or regulation shall be construed as referring to such law, rule or regulation as from time to time amended and any successor thereto and in the case of such law, the rules and regulations promulgated from time to time thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (cd) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Credit Agreement in its entirety and not to any particular provision hereof, (d) unless otherwise expressly stated, all references in these Provisions to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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 (f) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Credit Agreement. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1a) 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 (ai) any definition of or reference to any Loan Document, agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented, restated replaced or otherwise modified (subject to any restrictions on such amendments, supplements, restatements replacements or modifications set forth herein), (bii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assignsassigns (subject to any restrictions on assignments set forth herein), (ciii) 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, (div) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (ev) any reference to any law or regulation herein shall, unless otherwise specified, shall refer to such law or regulation as amended, modified or supplemented from time to time and time, (fvi) 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 (vii) all references to the knowledge of any Group Member or facts known by any Group Member shall mean actual knowledge of any Responsible Officer of such Person. Any Responsible Officer executing any Loan Document or any certificate or other document made or delivered pursuant hereto or thereto, so executes or certifies in his/her capacity as a Responsible Officer on behalf of the applicable Credit Party and not in any individual capacity. (2b) If there The term “enforceability” and its derivatives when used to describe the enforceability of an agreement shall mean that such agreement is enforceable except as enforceability may be limited by any conflict Debtor Relief Law and by general equitable principles (whether enforcement is sought by proceedings in equity or inconsistency between these Provisions and the other at law). (c) Any terms of this Agreement, the other terms of used in this Agreement that are defined in the UCC shall govern be construed and defined as set forth in the UCC unless otherwise defined herein; provided that to the extent necessary that the UCC is used to resolve define any term herein and such term is defined differently in different Articles of the conflict or inconsistencyUCC, the definition of such term contained in Article 9 of the UCC shall govern.

Terms Generally. (1) 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 or except as expressly provided herein, (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, supplemented, restated refinanced, renewed, replaced or otherwise modified (subject to any restrictions on such amendments, amendments and restatements, supplements, restatements refinancings, renewals, replacements or other modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), unless otherwise expressly stated to the contrary, (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (cd) 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, (de) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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”. 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, tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assignsassigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (c) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (d) 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, hereof and (de) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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 “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: (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amendedpermitted to be Refinanced or replaced in accordance with the terms hereof, supplemented, restated in each case to the extent so Refinanced or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein), replaced; (b) any reference herein to any Person shall be construed to include such Person’s permitted successors and permitted assigns, ; (c) 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, ; (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules clauses or paragraphs shall be construed to refer to Articles and Sections ofSections, and Exhibits and Schedules toclauses or paragraphs of this Agreement, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, unless otherwise specified; (e) any reference to any law or regulation herein shallshall (i) include all statutory and regulatory provisions consolidating, amending, replacing, interpreting or supplementing such law or regulation, and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and 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. (2) If there is any conflict or inconsistency between these Provisions and . Notwithstanding anything to the other terms of contrary set forth in this Agreement, the other terms of this Agreement shall govern any reference herein to the extent necessary First Lien Financing Documents, the First Lien Documents or any of the First Lien Credit Agreement or any other First Lien Document individually “as in effect on the date hereof,” “as in effect on the date entered into” or words of similar meaning shall include a reference to resolve any amendment or other modification of any such document that has been made in accordance with, or with respect to any matters that are not prohibited by, Section 5.3(a); provided that any statement herein to the conflict effect that a capitalized term shall have the meaning as defined in a First Lien Document “as in effect on the date hereof,” “as in effect on the date entered into” (or inconsistencywords of similar meaning) shall not include any changes to such term, if any, contained in any such amendment or modification. Notwithstanding anything to the contrary set forth in this Agreement, any reference herein to the Initial Second Lien Documents or any of the Second Lien Financing Documents or the Initial Second Lien Document or any other Second Lien Document individually “as in effect on the date hereof,” “as in effect on the date entered into” or words of similar meaning shall include a reference to any amendment or other modification of any such document that has been made in accordance with, or with respect to any matters that are not prohibited by, Section 5.3(b); provided that any statement herein to the effect that a capitalized term shall have the meaning as defined in a Second Lien Document “as in effect on the date hereof,” “as in effect on the date entered into” (or words of similar meaning) shall not include any changes to such term, if any, contained in any such amendment or modification.

Terms Generally. (1a) 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 (ai) any definition of or reference to any Loan Document, agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented, restated replaced or otherwise modified (subject to any restrictions on such amendments, supplements, restatements replacements or modifications set forth herein), (bii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assignsassigns (subject to any restrictions on assignments set forth herein), (ciii) 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, (div) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (ev) any reference to any law or regulation herein shall, unless otherwise specified, shall refer to such law or regulation as amended, modified or supplemented from time to time and time, (fvi) 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 (vii) all references to the knowledge of any Group Member or facts known by any Group Member shall mean actual knowledge of any Responsible Officer of such Person. Any Responsible Officer executing any Loan Document or any certificate or other document made or delivered pursuant hereto or thereto, so executes or certifies in his/her capacity as a Responsible Officer on behalf of the applicable Credit Party and not in any individual capacity. (2b) If there The term “enforceability” and its derivatives when used to describe the enforceability of an agreement shall mean that such agreement is enforceable except as enforceability may be limited by any conflict Debtor Relief Law and by general equitable principles (whether enforcement is sought by proceedings in equity or inconsistency between these Provisions and the other at law). (c) Any terms of this Agreement, the other terms of used in this Agreement that are defined in the UCC shall govern be construed and defined as set forth in the UCC unless otherwise defined herein; provided that to the extent necessary that the UCC is used to resolve define any term herein and such term is defined differently in different Articles of the conflict UCC, the definition of such term contained in Article 9 of the UCC shall govern. (d) Any reference herein or inconsistencyin any other Loan Document to (i) a transfer, 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, as if it were a transfer, assignment, sale or transfer, or similar term, as applicable, to a separate Person, and (ii) a merger, consolidation, amalgamation, or similar term, shall be deemed to apply to the unwinding of such a division or allocation, as if it were a merger, consolidation, amalgamation or consolidation or similar term, as applicable, with a separate Person.

Terms Generally. (1) 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 or except as expressly provided herein, (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplementedamended and restated, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplementsrestatements, restatements supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), unless otherwise expressly stated to the contrary, (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted assignsassigns (subject to any restrictions on assignments set forth herein), (cd) 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, (de) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. The words “hereby,” “herein,” “hereof,” “hereunder” and words of similar import refer to this Agreement as a whole (1including any Exhibits hereto and Schedules delivered herewith) and not merely to the specific section, paragraph or clause in which such word appears. All references herein to Sections, Exhibits and Schedules shall be deemed references to Sections of, Exhibits to and Schedules delivered with this Agreement unless the context shall otherwise require. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The definitions of given for terms herein in this Section 1.1 and elsewhere in this Agreement shall apply equally to both 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 Except as otherwise expressly provided herein, all references to “include”, Dollars” or “includes” and “including$” shall be deemed references to be followed by the phrase lawful money of the United States of America. All references herein to “without limitation”. The word “willparties” shall be construed to have the same meaning and effect as the word “shall”. Unless parties hereto unless the context requires shall otherwise (a) any definition of or reference require. References to any agreementstatute, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law rule or regulation herein shallare to the statute, unless otherwise specified, refer to such law rule or regulation as amended, modified modified, supplemented or supplemented replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to any section of any statute, rule or regulation including any successor to said section; provided, that, for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute, rule or regulation shall be deemed to refer to such statute, rule or regulation, as amended (f) and, in the words case of statutes, any rules and regulations promulgated under said statutes), in each case, as of such date. When used in reference to the Company or the Company Subsidiaries, the term “asset” and “propertymaterial” shall be construed to measured against the Company and the Company Subsidiaries, taken as a whole. All terms defined in this Agreement have the same meaning and effect and to refer defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein. The disclosure of any fact, information or item in any Section of the Company Disclosure Letter or the Parent Disclosure Letter shall, should the existence of such fact, information or item be relevant to any and all tangible and intangible assets and propertiesother Section of the Company Disclosure Letter or the Parent Disclosure Letter, including cashas applicable, securitiesbe deemed to be disclosed with respect to such other Section so long as the relevance of such disclosure to such other Section is reasonably apparent on the face of such disclosure. Nothing in the Company Disclosure Letter or the Parent Disclosure Letter is intended to broaden the scope of any representation or warranty of the Company, accounts and contract rightsParent or Merger Sub, as applicable, made herein. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) The definitions of terms herein set forth or referred to in Section 1.01 shall apply equally to both 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 Unless the context requires otherwise, (a) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The , (b) in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including”; the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless , (d) the context requires otherwise word “incur” shall be construed to mean incur, create, issue, assume or become liable in respect of (aand the words “incurred” and “incurrence” shall have correlative meanings), (e) the word “or” shall be construed to mean “and/or”, (f) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein), (b) any reference herein to any Person person shall be construed to include such Personperson’s legal successors and permitted assigns, assigns and (cg) the words “herein”, “hereofasset” and “hereunder”, and words of similar import, property” shall be construed to refer to this Agreement in its entirety have the same meaning and not to any particular provision hereof, (d) unless otherwise expressly stated, all effect. All references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer deemed references to Articles and Sections of, and Exhibits and Schedules to, these Provisionsthis Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, but all such references elsewhere any reference in this Agreement to any agreement (including any Loan Document), organizational document of the Loan Parties or other contractual instrument shall be construed mean such document as amended, restated, supplemented or otherwise modified from time to refer time (subject to this Agreement apart from these Provisionsany restrictions on such amendments, (e) supplements or modifications set forth herein or in any other Loan Document). 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 herein shall, unless otherwise specified, 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 rightstime. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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 words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, and all references to “knowledge” or “awareness” of the Company or any Subsidiary means the actual knowledge of a Responsible Officer of the Company. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise provided herein and unless the context requires otherwise otherwise, (a) any definition of or reference to any agreement, instrument or other document herein (including this AgreementAgreement and the other Loan Documents) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplementedrestated, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplementsrestatements, restatements supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified, and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted assignsassigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (cd) 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, hereof and (de) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1a) 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, and (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. In the computation of periods of time from a specified date to a later specified date, unless expressly specified otherwise, 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.” (b) Section headings herein and in the other Margin Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Margin Loan Documents. (2c) If there is Determinations, consents, approvals or any conflict other actions or inconsistency between these Provisions and non-actions taken by or determined by Administrative Agent in such capacity shall be made in good faith and, unless otherwise stated herein, its sole discretion. (d) In the other terms computation of numbers of shares, triggers related to price or value per share or traded volume of shares herein, such number, or collateral trigger in this Agreement, as applicable, may be adjusted from time to time by Calculation Agent in connection with any buy-back, share split or any other event with dilutive or concentrative effect (which, for the other terms avoidance of this Agreement shall govern doubt, does not include ordinary course equity or convertible/exchangeable offerings on market terms, as well as contribution arrangements where the parent contributes assets to the extent necessary issuers in exchange for shares issued at prevailing market prices) with respect to resolve such shares so that the conflict trigger levels reflect the same collateral value and the numbers of such shares maintains the same ratio to the aggregate number of such shares issued and outstanding, in each case had such buy-back, share split or inconsistencysimilar event not occurred.

Terms Generally. (1a) 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (b) 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 from time to time amended, supplemented or otherwise modified, (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (cd) 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, (de) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplementedrestated, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplementsrestatements, restatements supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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 (2f) If there is any conflict definition or inconsistency between these Provisions and the other terms of this Agreementreference to any applicable law, including, without limitation, the other terms Code, the Commodity Exchange Act, ERISA, the Exchange Act, the PATRIOT Act, the Securities Act of this Agreement 1933, the Uniform Commercial Code, the Investment Company Act of 1940, the Interstate Commerce 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 govern to the extent necessary to resolve the conflict include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or inconsistencyinterpreting such applicable law.

Terms Generally. (1a) 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. . (ii) Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. . (iii) The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. (iv) The word “will” shall be construed to have the same meaning and effect as the word “shall.”. Unless the context requires otherwise (av) any Any definition of or reference to any agreement, instrument or other document herein (including this Agreementany Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth hereinherein or in any other Loan Document), . (bvi) any Any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, . (cvii) the 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 hereof, thereof. (dviii) unless otherwise expressly stated, all All references in these Provisions a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, these Provisions, but all the Loan Document in which such references elsewhere in this Agreement appear. (ix) Any reference to any law (or provision thereof) shall be construed to refer to this Agreement apart from these Provisionsinclude all statutory and regulatory provisions consolidating, (e) amending, replacing or interpreting such law and any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and time. (fx) the 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. (2b) If 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) Any financial ratios shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). (d) Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to include a division of or by a limited liability company, or an allocation of assets to a series of limited liability companies (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 conflict limited liability company that is a Subsidiary, joint venture or inconsistency between these Provisions and the any other terms of this Agreement, the other terms of this Agreement like term shall govern to the extent necessary to resolve the conflict or inconsistencyalso constitute such a Person).

Terms Generally. (1) The definitions of terms herein in Section 1.01 shall apply equally to both 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors ; and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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 as having 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. (2) If there is . 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 conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms particular provision of this Agreement unless the context shall govern otherwise require. All references herein to Articles, Sections, paragraphs, clauses, subclauses, Exhibits and Schedules shall be deemed references to Articles, Sections, paragraphs, clauses and subclauses of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Unless otherwise expressly provided herein, (a) all references to documents, instruments and other agreements (including the Credit Documents and organizational documents) shall be deemed to include all subsequent amendments, restatements, amendments and restatements, supplements and other modifications thereto, but only to the extent necessary that such amendments, restatements, amendments and restatements, supplements and other modifications are not prohibited by any Credit Document and (b) references to resolve any law, statute, rule or regulation shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). All references herein or in any other Credit Document to an action or certification to be provided by an officer or director of the conflict Borrower shall be interpreted to permit such action or inconsistencycertification to be provided by an officer or director, as applicable, of the MLP (or its general partner), indirectly on the Borrower’s behalf.

Terms Generally. (1a) The definitions of terms herein shall in Section 1.1 and Section 1.2 will apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall will include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall will 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) the .” The words “herein”, “hereof” and “hereunder”, ” and words of similar import, shall be construed to import refer to this Agreement (including the Exhibits and Schedules) in its their entirety and not to any particular provision hereof, (d) part hereof unless the context otherwise expressly stated, all requires. All references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall will be construed to refer deemed references to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference unless the context otherwise requires. Any references to any law statute or regulation herein shall, unless otherwise specified, refer are to such law statute or regulation as amended, modified or amended and supplemented from time to time (and, in the case of a statute or regulation, to any successor provisions), unless the context otherwise requires. Any reference in this Agreement to a “day” or “number of days” (without the explicit qualification of “business”) will be interpreted as a reference to a calendar day or number of calendar days, as the case may be. If any action or notice is to be taken or given on or by a particular calendar day, and (f) such calendar day is not a Business Day, then such action or notice will be deferred until, or may be taken or given on, the words next Business Day. As used herein, and unless the context otherwise requires, the phrase “assetmade available” and “property” shall words of similar import mean that the relevant documents, instruments or materials were (A) (x) with respect to information to be construed made available to have Parent, posted and made available to Parent on the same meaning and effect and Company due diligence data site or otherwise delivered to refer Wachtell Lipton by the Company or its Representatives in connection with the transactions contemplated by the Transaction Documents at least one (1) Business Day prior to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. (2) If there is any conflict or inconsistency between these Provisions and the other terms date of this Agreement, and (y) with respect to information to be made available to the other terms Company, posted or made available to the Company on Parent’s due diligence data site or delivered to O’Melveny by Parent or its Representatives in connection with the transactions contemplated by the Transaction Documents at least one (1) Business Day prior to the date of this Agreement shall govern or (B) filed or furnished to the extent necessary SEC (and publicly available) at least two (2) Business Days prior to resolve the conflict date of this Agreement. (b) References to “the Company” in the phrase “the Company and its Subsidiaries, taken as a whole”, including for purposes of Article III, will be deemed to include the Company’s equity interest in Parent through the Company’s ownership of Parent Class A Common Stock and the related value to the Company thereof and the Company’s equity interest in the Portfolio Company through the Company’s ownership of the Portfolio Securities and the related value to the Company thereof; provided, that in no event shall Parent, the Portfolio Company or inconsistencyany of their respective Subsidiaries constitute a Subsidiary of the Company or any of its Subsidiaries. (c) For all purposes of this Agreement, each Party hereto acknowledges and agrees that none of the representations and warranties set forth in Article III (other than Section 3.14 (Tax) and Section 3.15 (Tax Matters)) or in any certificate delivered by the Company pursuant hereto (including with respect to the condition set forth in Section 6.2(a)) are being made with respect to Parent, its Subsidiaries, the Portfolio Company, its Subsidiaries or the respective businesses of the Portfolio Company or Parent (including their respective Subsidiaries) or, if the GCI Divestiture is consummated, GCI Spinco, GCI, their respective Subsidiaries or the GCI Business, and that Parent, the Portfolio Company, their respective Subsidiaries, and the respective businesses of the Portfolio Company and Parent and, if the GCI Divestiture is consummated, GCI Spinco, GCI, their respective Subsidiaries and the GCI Business shall be excluded from the representations and warranties set forth in Article III (other than Section 3.14 (Tax) and Section 3.15 (Tax Matters)) and in any certificate delivered by the Company pursuant hereto for all purposes of this Agreement (including for purposes of Section 6.2(a)), except that (i) this sentence shall not limit (A) any representations or warranties herein by the Company regarding the Company’s or any of its Subsidiaries’ ownership of the Portfolio Securities or the Company Owned Parent Shares or (B) any statement, representation or warranty made in the Company Tax Opinion Representation Letter and (ii) notwithstanding anything to the contrary in this Agreement, each and every representation and warranty set forth in Article III (other than Section 3.15 (Tax Matters)) with respect to, for or relating to GCI Spinco, GCI, any of their respective Subsidiaries or the GCI Business shall be deemed to be qualified by and subject to an exception for “Company Material Adverse Effect”. (d) For all purposes of this Agreement, each Party hereto acknowledges and agrees that none of the representations and warranties set forth in Article IV (other than Section 4.11 (Tax Matters)) or in any certificate delivered by Parent pursuant hereto (including as such representations and warranties are included in the condition set forth in Section 6.3(a)) are being made with respect to the Portfolio Company and its Subsidiaries or the business of the Portfolio Company and that the Portfolio Company, its Subsidiaries and the business of the Portfolio Company shall be excluded from the representations and warranties set forth in Article IV (other than Section 4.11 (Tax Matters)) and in any certificate delivered by Parent pursuant hereto for all purposes of this Agreement, except that this sentence shall not limit (i) any representations or warranties herein by Parent regarding Parent’s or any of its Subsidiaries’ ownership of the Portfolio Securities or (ii) any statement, representation or warranty made in the Parent Tax Opinion Representation Letter. (e) For the avoidance of doubt, the phrase “Parent and its Subsidiaries” will be deemed to include Merger Sub and Merger LLC prior to the Effective Time, the Surviving Corporation following the Effective Time and the Surviving Company following the Upstream Effective Time.

Terms Generally. (1) 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s 's successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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, (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplementedamended and restated, restated supplemented or otherwise modified (including pursuant to any permitted refinancing, extension, renewal, replacement, restructuring or increase (in each case, whether pursuant to one or more agreements or with different lenders or different agents), but subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assignsassigns and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all of the functions thereof, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. , (2f) If there is any conflict reference to any Requirement of Law shall, unless otherwise specified, refer to such Requirement of Law as amended, modified or inconsistency between these Provisions supplemented from time to time and shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Requirement of Law, (g) the other terms phrase “for the term of this Agreement” and any similar phrases shall mean the period beginning on the Effective Date and ending on the Latest Maturity Date, the other terms term “manifest error” shall be deemed to include any clearly demonstrable error whether or not obvious on the face of this Agreement the document containing such error, (h) all references to “knowledge” or “awareness” of any Loan Party or a Restricted Subsidiary thereof means the actual knowledge of a Responsible Officer of a Loan Party or such Restricted Subsidiary and (i) all references to “in the ordinary course of business” of the Parent, the Borrower or any Subsidiary thereof means (x) in the ordinary course of business of, or in furtherance of an objective that is in the ordinary course of business of, the Parent, the Borrower and/or such Subsidiary, as applicable, (y) customary and usual in the software industry where the Parent’s, the Borrower’s or any Subsidiary’s businesses are located or performed or (z) generally consistent with the past or current practice of the Parent, the Borrower or any Subsidiary thereof and/or similarly situated software companies where the Parent’s, the Borrower’s or any Subsidiary’s businesses are located or performed. Unless otherwise specified, all references herein to times of day shall govern be references to the extent necessary to resolve the conflict New York City time (daylight or inconsistencystandard, as applicable).

Terms Generally. (1) 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 words “other” and “otherwise” shall not be construed ejusdem generis with any foregoing words where a wider construction is possible. Except as otherwise expressly provided herein, the word “or” shall not be exclusive. The word “will” shall be construed to have the same meaning and effect as the word “shall”. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the word “to” means “to but excluding”. Unless the context requires otherwise (ai) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as it was originally executed or as it may from time to time be amended, supplementedrestated, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (bii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (ciii) the words “hereinhereof”, “hereofherein” and “hereunder”, ” and words of similar import, import shall be construed to refer to this Agreement in its entirety as a whole and not to any particular provision hereof, (div) unless otherwise expressly stated, all references in these Provisions to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections ofArticles, and Sections, Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (ev) any definition of or reference to any law shall include all statutory and regulatory provisions consolidating, amending, or regulation herein shallinterpreting any such law and any reference to or definition of any law or regulation, unless otherwise specified, shall refer to such law or regulation as amended, modified or supplemented from time to time and time, (fvi) 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 and (2vii) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement all references to a specific time shall govern be construed to refer to the extent necessary time in the city and state of the Administrative Agent’s principal office, unless otherwise indicated. Unless otherwise expressly provided herein, all references to resolve dollar amounts shall mean Dollars. Any reference herein 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 conflict unwinding of such a division or inconsistencyallocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Terms Generally. (1) 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 “or” shall not be exclusive. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders and decrees, of all Governmental Authorities. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplementedrestated, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplementsrestatements, restatements supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (cd) 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, (de) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. The terms “knowledge of”, “awareness of” and “receipt of notice of” in relation to a Loan Party, and other similar expressions, mean knowledge of, awareness of, or receipt of notice by, a Responsible Officer of such Loan Party. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time 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. (2) If there is . For purposes of determining compliance at any conflict time with Sections 6.01, 6.06, 6.08, 6.09, 6.10(b), 6.12 and 6.14, in the event that any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition or inconsistency between these Provisions Affiliate transaction, as applicable, meets the criteria of more than one of the categories of transactions or items permitted pursuant to any clause of such Sections 6.01, 6.06, 6.08, 6.09, 6.10(b), 6.12 and 6.14 or the other terms definition of this AgreementPermitted Lien, the other terms Borrower, in its sole discretion, may, from time to time, classify or reclassify such transaction or item (or portion thereof) and will only be required to include the amount and type of this Agreement shall govern such transaction (or portion thereof) in any one category, in each case to the extent necessary compliant therewith at the time of such classification or reclassification. It is understood and agreed that any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition or Affiliate transaction need not be permitted solely by reference to resolve one category of permitted Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition or Affiliate transaction under Sections 6.01, 6.06, 6.08, 6.09, 6.10(b), 6.12 and 6.14 or the conflict definition of Permitted Lien, respectively, but may instead be permitted in part under any combination of categories available under the applicable covenant (or inconsistencydefinition) (it being understood that compliance with each such section is separately required).

Terms Generally. (1) 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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 (f) 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, extended, restated, replaced of supplemented from time to time. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) The definitions of terms herein set forth or referred to in Section 1.01 shall apply equally to both 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 (a) any definition of or reference to any agreement, instrument or other document All references herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions to Articles, Sections, Exhibits and Schedules shall be construed to refer deemed references to Articles and Sections of, and Exhibits and Schedules to, these Provisionsthis Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, but all such references elsewhere (i) any reference in this Agreement to any Loan Document or any other agreement or contract shall be construed mean such document as amended, restated, supplemented or otherwise modified from time to refer time and (ii) any reference to this Agreement apart from these Provisionsany law shall include all statutory and regulatory provisions consolidating, (e) amending, replacing or interpreting such law and any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time time. Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with United States generally accepted accounting principles applied on a consistent basis (“GAAP”) and (f) the words “asset” and “property” all terms of an accounting or financial nature shall be construed and interpreted in accordance with GAAP, as in effect from time to have the same meaning and effect and to refer to any and all tangible and intangible assets and propertiestime; provided, including cash, securities, accounts and contract rights. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern that to the extent necessary GAAP shall change after the Closing Date, the parties hereto agree to resolve negotiate in good faith to modify the conflict covenants herein so that they may be construed and interpreted in accordance with GAAP as then in effect, provided that until such modification has been agreed, the covenants herein shall be interpreted, and all computations of amounts and ratios referred to herein shall be made, on the basis of GAAP as in effect and applied immediately before such change shall have become effective. Notwithstanding any other provision contained herein, all terms of an accounting or inconsistencyfinancial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, (A) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) (and related interpretations) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, (B) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof, and (C) without giving effect to any change to GAAP occurring after May 26, 2017 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 842), issued by the Financial Accounting Standards Board on February 25, 2016, or any other updates or proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or such similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Date.

Terms Generally. (1) 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 (a) (i) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), and (ii) references to any statute or regulation shall be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting the statute or regulation, (b) any reference herein to any Person shall be construed to include such Person’s permitted successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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 rightsrights and (f) unless otherwise expressly provided herein, any reference to any action of the Lender by way of consent, approval or waiver shall be deemed modified by the phrase “in its/their sole discretion”. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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 words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise provided herein and unless the context requires otherwise otherwise, (a) any definition of or reference to any agreement, instrument or other document herein (including this AgreementAgreement and the other Loan Documents) shall shall, except as otherwise provided herein, be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and binding interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted assignsassigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (cd) 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, hereof and (de) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1a) 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplementedamended and restated, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (b) except to the extent Agents’ or Lenders’ consent is required as provided herein, any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, and (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. In the computation of periods of time from a specified date to a later specified date, unless expressly specified otherwise, 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.” (b) Article and Section headings herein and in the other Margin Loan Documentation are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Margin Loan Documentation. (2c) If there is Determinations, consents, approvals or any conflict other actions or inconsistency between these Provisions and the other terms of this Agreementnon-actions taken by or determined by any Agent or Lender shall be made in good faith and, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistencyunless otherwise stated herein, its sole discretion.

Terms Generally. (1) 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 phrase “Material Adverse Effect” shall be deemed to be followed by the phrase “, individually or in the aggregate”. The words “asset” and “property” shall be construed to have the same meaning and effect. The word “will” shall be construed to have the same meaning and effect as the word “shall”. .” Unless the context requires otherwise (a) any definition of or reference to any Loan Document, agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth hereinin any Loan Document), (b) any reference herein to any Person person shall be construed to include such Personperson’s successors and permitted assigns, (c) 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, and (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisionsthis Agreement, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, unless otherwise indicated and (e) any reference to any law or regulation herein shallshall (i) include all statutory and regulatory provisions consolidating, amending, replacing or interpreting or supplementing such law or regulation, and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (f) the words “asset” and “property” time. This Section 1.03 shall be construed apply, mutatis mutandis, 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 rightsLoan Documents. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) The definitions of terms herein and in the other Loan Documents 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”. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the word “to” means “to but excluding”. Unless the context requires otherwise (ai) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) or in any other Loan Document shall be construed as referring to such agreement, instrument or other document as it was originally executed or as it may from time to time be amended, supplementedrestated, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth hereinherein or in any other Loan Document), (bii) any reference herein or in any other Loan Document to any Person shall be construed to include such Person’s successors and permitted assigns, (ciii) the words “hereinhereof”, “hereofherein” and “hereunder”, ” and words of similar import, import shall be construed to refer to this Agreement in its entirety as a whole and not to any particular provision hereof, (div) unless otherwise expressly stated, all references in these Provisions to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections ofArticles, and Sections, Exhibits and Schedules toto this Agreement, these Provisions, but (v) all such references elsewhere in this Agreement to a specific time shall be construed to refer to this Agreement apart from these Provisionsthe time in the city and state of the Administrative Agent’s principal office, unless otherwise indicated and (evi) any definition of or reference to any law shall include all statutory and regulatory provisions consolidating, amending, or regulation herein shallinterpreting any such law and any reference to or definition of any law or regulation, unless otherwise specified, 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 rightstime. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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”.” The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders and decrees, of all Governmental Authorities. Unless the context requires otherwise or unless otherwise provided herein, (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplementedrestated, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplementsrestatements, restatements supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted assignsassigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (cd) 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, (de) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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 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. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise otherwise, (a) any definition of or reference to any agreement, instrument or other document herein (including this AgreementAgreement and the other Loan Documents) herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplementedamended and restated, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assignsassigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, and (e) any definition of or reference to any law statute, rule or regulation herein shall, unless otherwise specified, refer to such law or regulation shall be construed as amended, modified or supplemented referring thereto as from time to time amended, supplemented or otherwise modified, and (f) the words “asset” and “property” all references to any statute shall be construed as referring to have the same meaning all rules, regulations, rulings and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightsofficial interpretations promulgated or issued thereunder. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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 “or” shall not be exclusive. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders and decrees, of all Governmental Authorities. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplementedrestated, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplementsrestatements, restatements supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (cd) 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, (de) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. (2) If there is any conflict or inconsistency between these Provisions . The terms “knowledge of”, “awareness of” and the other terms “receipt of this Agreement, the other terms of this Agreement shall govern notice of” in relation to the extent necessary to resolve Borrower, and other similar expressions, mean knowledge of, awareness of, or receipt of notice by, a Responsible Officer of the conflict or inconsistencyBorrower.

Terms Generally. (1a) 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, (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplementedrestated, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth hereinherein or in any other Loan Document), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Schedules and Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Schedules and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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 Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and interests in any of the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced. (2b) If there is Notwithstanding anything to the contrary contained herein, for purposes of any conflict or inconsistency between these Provisions determination under Article VI and Article VII and the calculation of compliance with any financial ratio for purposes of determining financial covenant compliance or taking any action hereunder or other terms of this Agreementtransaction, the event or circumstance, or any other terms determination under any other provision of this Agreement not covered elsewhere in this Section 1.04(b) (any of the foregoing, a “specified transaction”), in a currency other than Dollars, (i) the Dollar Amount of a specified transaction in a currency other than Dollars shall govern be calculated based on the rate of exchange quoted by a publicly available service for displaying exchange rates customarily referenced by the Administrative Agent for such foreign currency, as in effect at 11:00 A.M. (New York time) on the date of such specified transaction (which, in the case of any Restricted Payment, shall be deemed to be the extent necessary date of the declaration thereof and, in the case of the incurrence of Indebtedness, shall be deemed to resolve be on the conflict date first committed); provided, that if any Indebtedness is incurred (and, if applicable, associated Lien granted) pursuant to any Permitted Refinancing of Indebtedness denominated in a currency other than Dollars, and the relevant Permitted Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Permitted Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Indebtedness following such Permitted Refinancing (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness subject to such Permitted Refinancing, except by an amount equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Permitted Refinancing, (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be incurred under Section 7.04 and (ii) for the avoidance of doubt, no Default or inconsistencyEvent of Default shall be deemed to have occurred solely as a result of a change in the rate of currency exchange occurring after the time of any specified transaction so long as such specified transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in this Section.

Terms Generally. (1a) The definitions of terms herein set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof. 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 (a) any definition of or reference to any agreement, instrument or other document All references herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions to Articles, Sections, Exhibits and Schedules shall be construed to refer deemed references to Articles and Sections of, and Exhibits and Schedules to, these Provisionsthe Loan Documents in which the reference appears unless the context shall otherwise require. (b) Except as otherwise expressly provided otherwise in any Loan Document, but all such references elsewhere (i) any reference in this Agreement to any Loan Document or other document, agreement or instrument (including any by-laws, limited partnership agreement, limited liability company agreement, articles of incorporation, certificate of limited partnership or certificate of formation, as the case may be) shall be construed mean such Loan Document, document, agreement or instrument as amended, restated, amended and restated, supplemented, otherwise modified, replaced, renewed, extended or refinanced from time to refer to time in accordance with the terms hereof and thereof and any reference in this Agreement apart from these Provisionsto any person shall include a reference to such person’s permitted assigns and successors-in-interest and (ii) any reference to any law shall include all statutory and regulatory provisions consolidating, (e) amending, succeeding, replacing or interpreting such law and any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified modified, extended, restated, replaced, superseded 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 rightstime. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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 “willlaw” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreementall statutes, instrument treaties, rules, regulations, ordinances, codes, executive orders and administrative or judicial precedents or authorities and other document as from time to time amendedlaws, supplementedincluding the interpretation or administration thereof by any Governmental Authority charged with the enforcement, restated interpretation or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) the words “herein”, “hereof” and “hereunder”administration thereof, and words of similar importall applicable administrative orders, shall be construed to refer to this Agreement in its entirety directed duties, requests, licenses, authorizations and not to any particular provision hereof, (d) unless otherwise expressly stated, all references in these Provisions to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections permits of, and Exhibits and Schedules toagreements with, these Provisionsany Governmental Authority, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law each case whether or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (f) not having the force of law. 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. . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (2a) If there is any conflict definition of or inconsistency between these Provisions reference to any agreement (including any Loan Document), instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein), (c) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, (d) the other terms 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 and (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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 “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: (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented, restated modified, renewed or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein), extended; (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, ; (c) 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, ; (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules Sections shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but of this Agreement; (e) all such references elsewhere to “knowledge” in this Agreement shall be construed refers to refer to this Agreement apart from these Provisions, the actual knowledge (eafter reasonable inquiry) of such Person making such certification; (f) any reference to any law or regulation herein shallshall (i) include all statutory and regulatory provisions consolidating, amending, replacing or interpreting or supplementing such law or regulation, and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and time; and (fg) 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. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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 Except as otherwise provided herein and unless the context requires otherwise otherwise, (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor Laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted assignsassigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (cd) 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, (de) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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 words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including intellectual property, cash, securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law) of all Governmental Authorities. Except as otherwise provided herein and unless the context requires otherwise (a) any definition of or reference to any agreementagreement (including this Agreement and the other Loan Documents), instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assignsassigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (e) with respect to the determination of any period of time, the word “from” means “from and including” and the word “to” means “to but excluding” and (f) any definition of or reference to any law statute, rule or regulation herein shall, unless otherwise specified, refer to such law or regulation shall be construed as amended, modified or supplemented referring thereto as from time to time amended, supplemented or otherwise modified, and (f) the words “asset” and “property” all references to any statute shall be construed as referring to have all rules, regulations, rulings and official interpretations promulgated or issued thereunder having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightsforce of law. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and time; (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 (2g) If there is any conflict or inconsistency between these Provisions titles of Articles and Sections in this Agreement are for convenience only, and neither limit nor amplify the other terms provisions of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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”. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders and decrees, of all Governmental Authorities. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplementedrestated, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplementsrestatements, restatements supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assignsassigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (e) any reference to any law law, rule or regulation herein shall, unless otherwise specified, refer to such law law, rule 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. (2) If there is any conflict or inconsistency between these Provisions . Terms defined in the UCC in effect on the Effective Date and not otherwise defined herein shall, unless the other terms of this Agreementcontext otherwise indicates, have the meanings provided by those definitions. Subject to the foregoing, the other terms term “UCC” refers, as of this Agreement shall govern any date of determination, to the extent necessary to resolve the conflict or inconsistencyUCC then in effect.

Terms Generally. (1) 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreementany Loan Document) herein shall be construed as referring to such agreement, instrument or other document (including any Loan Document) as from time to time amended, restated, amended and restated, supplemented, restated extended, renewed, replaced, refinanced or otherwise modified (subject to any restrictions on such amendments, restatements, amendments and restatements, supplements, restatements extensions, renewals, replacements, refinancings or modifications set forth herein), (b) any reference herein or in any Loan Document to any Person shall be construed to include such Person’s successors and permitted assigns, (c) 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 hereofhereof or thereof, (d) unless otherwise expressly stated, all references herein or in these Provisions any Loan Document to Articles, Sections, clauses, paragraphs, Exhibits and Schedules shall be construed to refer to Articles and Sections Sections, clauses and paragraphs of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisionsor such Loan Document, as applicable, and (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (f) the words “asset” and “property” ”, when used in any Loan Document, 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. . Notwithstanding any other provision of this Agreement to the contrary, in this Agreement where it relates to any Additional Borrower which is organized under the laws of Canada or any province thereof, a reference to a merger includes an amalgamation. For purposes of determining compliance at any time with Sections 6.01, 6.02, 6.03, 6.04, 6.05, 6.06 and 6.07, in the event that any Indebtedness, Lien, payment with respect to Junior Indebtedness restricted by Section 6.06(b), Restricted Payment, contractual restriction, Investment, Disposition or Affiliate transaction, as applicable, meets the criteria of more than one of the categories of transactions or items permitted pursuant to any clause of such Sections 6.01, 6.02, 6.03, 6.04, 6.05, 6.06 and 6.07, the Parent Borrower, in its sole discretion, from time to time, may classify or reclassify such transaction or item (2or portion thereof) and will only be required to include the amount and type of such transaction (or portion thereof) in any one category. For purposes of determining the permissibility of any action, change, transaction or event that by the terms of the Loan Documents requires a calculation of any financial ratio or test (including the First Lien Net Leverage Ratio, the Total Net Leverage Ratio or the Secured Net Leverage Ratio), such financial ratio or test shall, except as expressly permitted under this Agreement, be calculated at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. It is understood and agreed that any Indebtedness, Lien, Restricted Payment, payment with respect to Junior Indebtedness restricted by Section 6.06(b), Investment, Disposition or Affiliate transaction need not be permitted solely by reference to one category of permitted Indebtedness, Liens, Restricted Payments, payments with respect to Junior Indebtedness, Investments, Dispositions or Affiliate transactions under Sections 6.01, 6.02, 6.03, 6.04, 6.05, 6.06 or 6.07, respectively, but may instead be permitted in part under any combination thereof (it being understood that compliance with each such section is separately required). Notwithstanding anything to the contrary herein, when (a) calculating any applicable ratio, Consolidated Net Income or Adjusted EBITDA in connection with the incurrence of Indebtedness, the creation of Liens, the making of any Disposition, the making of an Investment or the making of a Restricted Payment, (b) determining compliance with any provision of this Agreement which requires that no Event of Default has occurred, is continuing or would result therefrom, (c) determining compliance with any provision of this Agreement which requires compliance with any representation or warranties set forth herein or (d) determining the satisfaction of all other conditions precedent to the incurrence of Indebtedness, the creation of Liens, the making of any Disposition, the making of an Investment or the making of a Restricted Payment, in each case in connection with a Limited Condition Transaction, the date of determination of such ratio or other provisions, determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom, determination of compliance with any representations or warranties or the satisfaction of any other conditions shall, at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election,” which LCT Election may be in respect of one or more of clauses (a), (b), (c) and (d) above), be deemed to be the date the definitive agreements (or other relevant definitive documentation) for such Limited Condition Transaction are entered into (the “LCT Test Date”). If there is any conflict or inconsistency between these Provisions on a pro forma basis after giving effect to such Limited Condition Transaction and the other terms transactions to be entered into in connection therewith (including any incurrence or issuance of this AgreementIndebtedness, and the use of proceeds thereof), with such ratios and other provisions calculated as if such Limited Condition Transaction or other transactions had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date for which financial statements have been (or are required to be) delivered pursuant to Section 5.01, the Parent Borrower could have taken such action on the relevant LCT Test Date in compliance with the applicable ratios or other terms provisions, such provisions shall be deemed to have been complied with, unless an Event of Default pursuant to Section 8.01(a) or (b), or, solely with respect to any Borrower, Section 8.01(g) or (h) shall be continuing on the date such Limited Condition Transaction is consummated. For the avoidance of doubt, (i) if, following the LCT Test Date, any of such ratios or other provisions are exceeded or breached as a result of fluctuations in such ratio (including due to fluctuations in Adjusted EBITDA or other components of such ratio) or other provisions at or prior to the consummation of the relevant Limited Condition Transactions, such ratios and other provisions will not be deemed to have been exceeded or failed to have been satisfied as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactions, unless, other than if an Event of Default pursuant to Section 8.01(a) or (b), or, solely with respect to any Borrower, Section 8.01(g) or (h), shall be continuing on such date, the Parent Borrower elects, in its sole discretion, to test such ratios and compliance with such conditions on the date such Limited Condition Transaction or related Specified Transactions is consummated. If the Parent Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, basket availability or compliance with any other provision hereunder (other than actual compliance with the Financial Covenant) on or following the relevant LCT Test Date and prior to the earliest of the date on which such Limited Condition Transaction is consummated, the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction or the date the Parent Borrower makes an election pursuant to clause (ii) of the immediately preceding sentence, any such ratio, basket or compliance with any other provision hereunder shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness or Disqualified Equity Interests, and the use of proceeds thereof) had been consummated on the LCT Test Date; provided, that for purposes of any Restricted Payment or payment of Restricted Indebtedness, such ratio, basket or compliance with any other provision hereunder shall also be tested as if such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness or Disqualified Equity Interests, and the use of proceeds thereof) had not been consummated. Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio (including any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test and any Total Net Leverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall govern be disregarded in the calculation of the financial ratio or test applicable to any substantially concurrent utilization of the extent necessary to resolve the conflict or inconsistencyIncurrence-Based Amounts.

Terms Generally. (1) The definitions of terms herein in Section 1.01 shall apply equally to both 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors ; and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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 as having 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. (2) If there is . 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 conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms particular provision of this Agreement unless the context shall govern otherwise require. All references herein to Articles, Sections, paragraphs, clauses, subclauses, Exhibits and Schedules shall be deemed references to Articles, Sections, paragraphs, clauses and subclauses of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Unless otherwise expressly provided herein, (a) all references to documents, instruments and other agreements (including the Credit Documents and organizational documents) shall be deemed to include all subsequent amendments, restatements, amendments and restatements, supplements and other modifications thereto, but only to the extent necessary that such amendments, restatements, amendments and restatements, supplements and other modifications are not prohibited by any Credit Document and (b) references to resolve the conflict any law, statute, rule or inconsistencyregulation shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). Any Indebtedness referred to herein that has been defeased shall not be deemed to be outstanding anytime after such defeasance.

Terms Generally. (1a) 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 (ai) any definition of or reference to any Loan Document, agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented, restated replaced or otherwise modified (subject to any restrictions on such amendments, supplements, restatements replacements or modifications set forth herein), (bii) any reference herein to any Person person shall be construed to include such Personperson’s successors and permitted assignsassigns (subject to any restrictions on assignments set forth herein), (ciii) 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, (div) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (ev) any reference to any law or regulation herein shall, unless otherwise specified, shall refer to such law or regulation as amended, modified or supplemented from time to time and time, (fvi) 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 (vii) all references to the knowledge of any Group Member or facts known by any Group Member shall mean actual knowledge of any Responsible Officer of such Person. Any Responsible Officer executing any Loan Document or any certificate or other document made or delivered pursuant hereto or thereto, so executes or certifies in his/her capacity as a Responsible Officer on behalf of the applicable Credit Party and not in any individual capacity. (2b) If there The term “enforceability” and its derivatives when used to describe the enforceability of an agreement shall mean that such agreement is enforceable except as enforceability may be limited by any conflict Debtor Relief Law and by general equitable principles (whether enforcement is sought by proceedings in equity or inconsistency between these Provisions and the other at law). (c) Any terms of this Agreement, the other terms of used in this Agreement that are defined in the UCC shall govern be construed and defined as set forth in the UCC unless otherwise defined herein; provided that to the extent necessary that the UCC is used to resolve define any term herein and such term is defined differently in different Articles of the conflict or inconsistencyUCC, the definition of such term contained in Article 9 of the UCC shall govern.

Terms Generally. (1) 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, (a) unless otherwise provided herein, any definition of or reference to any agreementagreement (including this Agreement and the other Loan Documents), instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplementedamended and restated, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplementsrestatements, restatements supplements or other modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assignsassigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, and (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. Any reference herein or in any other Loan Document 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) (including a Division/Series Transaction), 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 a Person or entity). (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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, (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplementedamended and restated, restated supplemented or otherwise modified (including pursuant to any permitted refinancing, extension, renewal, replacement, restructuring or increase (in each case, whether pursuant to one or more agreements or with different lenders or different agents), but subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assignsassigns and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all of the functions thereof, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. , (2f) If there is any conflict reference to any Requirement of Law shall, unless otherwise specified, refer to such Requirement of Law as amended, modified or inconsistency between these Provisions supplemented from time to time and shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Requirement of Law, (g) the other terms phrase “for the term of this Agreement” and any similar phrases shall mean the period beginning on the Effective Date and ending on the Latest Maturity Date, the other terms term “manifest error” shall be deemed to include any clearly demonstrable error whether or not obvious on the face of this Agreement the document containing such error, (h) all references to “knowledge” or “awareness” of any Loan Party or a Restricted Subsidiary thereof means the actual knowledge of a Responsible Officer of a Loan Party or such Restricted Subsidiary and (i) all references to “in the ordinary course of business” of the Parent or any Subsidiary thereof means (x) in the ordinary course of business of, or in furtherance of an objective that is in the ordinary course of business of, the Parent and/or such Subsidiary, as applicable, (y) customary and usual in the software industry where the Parent’s or any Subsidiary’s businesses are located or performed or (z) generally consistent with the past or current practice of the Parent or any Subsidiary thereof and/or similarly situated software companies where the Parent’s or any Subsidiary’s businesses are located or performed. Unless otherwise specified, all references herein to times of day shall govern be references to the extent necessary to resolve the conflict New York City time (daylight or inconsistencystandard, as applicable).

Terms Generally. (1) 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 phrase “Material Adverse Effect” shall be deemed to be followed by the phrase “, individually or in the aggregate.” The word “asset” shall be construed to have the same meaning and effect as the word “property.” The word “will” shall be construed to have the same meaning and effect as the word “shall”. .” Unless the context requires otherwise (a) any definition of or reference to any Loan Document, agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth hereinin any Loan Document), (b) any reference herein to any Person person shall be construed to include such Personperson’s successors and permitted assigns, (c) 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, hereof and (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits Exhibits, exhibits, Schedules and Schedules schedules shall be construed to refer to Articles and Sections of, and Exhibits Exhibits, exhibits, Schedules and Schedules schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law or regulation herein shallAgreement, unless otherwise specifiedindicated. Any reference herein or in any other Loan Document to the satisfaction, refer repayment, or payment in full of the Obligations shall mean the termination of the Commitments and the repayment in Dollars in full in cash or immediately available funds (or, (i) in the case of contingent reimbursement obligations with respect to Letters of Credit, depositing cash collateral into the LC Sub-Account, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, in an amount in cash equal to one hundred five (105%) percent of the LC Exposure as of such law or regulation as amendeddate, modified or supplemented from time to time and (fii) in the words “asset” and “property” shall be construed case of obligations with respect to have Bank Products (other than Hedging Obligations entered into with one or more of the same meaning and effect and to refer to Hedging Providers), providing cash collateral for all of the Obligations (including the payment of any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. termination amount then applicable (2) If there is any conflict or inconsistency between these Provisions and which would or could become applicable as a result of the repayment of the other terms Obligations entered into with one or more of this Agreementthe Hedging Providers) under Hedging Agreements provided by Hedging Providers) in an amount in cash equal to one hundred five (105%) percent thereof, other than (A) unasserted contingent indemnification Obligations, (B) any Bank Product Obligations (other than Hedging Obligations entered into with one or more of the other terms of this Agreement Hedging Providers) that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding without being required to be repaid or cash collateralized, and (C) any Hedging Obligations that, at such time, are allowed by the applicable Hedging Provider to remain outstanding without being required to be repaid. This Section 1.03 shall govern apply, mutatis mutandis, to the extent necessary to resolve the conflict or inconsistencyall Loan Documents.

Terms Generally. (1) 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 words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental/Judicial Bodies. In the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including” and the words “to” and “until” each shall mean “to but excluding”. Except as otherwise expressly provided herein and unless the context requires otherwise otherwise, (a) any definition of or reference to any agreement, instrument or other document herein (including this AgreementAgreement or any other Loan Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assignsassigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental/Judicial Body, any other Governmental/Judicial Body that shall have succeeded to any or all functions thereof, (c) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (d) 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, hereof and (de) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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.” In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the word “to” means “to but excluding”. Unless the context requires otherwise (ai) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as it was originally executed or as it may from time to time be amended, supplementedrestated, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein)modified, (bii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (ciii) the words “hereinhereof”, “hereofherein” and “hereunder”, ” and words of similar import, import shall be construed to refer to this Agreement in its entirety as a whole and not to any particular provision hereof, (div) unless otherwise expressly stated, all references in these Provisions to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections ofArticles, and Sections, Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (ev) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (fvi) 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. (2) If there is . To the extent that any conflict or inconsistency between these Provisions of the representations and the other terms of this Agreement, the other terms of warranties contained in ARTICLE V under this Agreement is qualified by “Material Adverse Effect”, then the qualifier “in all material respects” contained in Section 9.1(c) shall govern not apply. Unless otherwise indicated, all references to time are references to Eastern Standard Time or Eastern Daylight Savings Time, as the extent necessary case may be. Unless otherwise expressly provided herein, all references to resolve dollar amounts shall mean Dollars. In determining whether any individual event, act, condition or occurrence of the conflict foregoing types could reasonably be expected to result in a Material Adverse Effect, notwithstanding that a particular event, act, condition or inconsistencyoccurrence does not itself have such effect, a Material Adverse Effect shall be deemed to have occurred if the cumulative effect of such event, act, condition or occurrence and all other such events, acts, conditions or occurrences of the foregoing types which have occurred could reasonably be expected to result in a Material Adverse Effect. Any certificate or other writing required hereunder or under any other Loan Document to be certified by a Responsible Officer of any Person shall be deemed to be executed and delivered by such Responsible Officer solely in such individual’s capacity as a Responsible Officer of such Person and not in such Responsible Officer’s individual capacity.

Terms Generally. (1) 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, (ai) any definition of or reference to any agreement, instrument instrument, other document, statute or other document regulation herein (including this Agreement) shall be construed as referring to such agreement, instrument instrument, other document, statute or other document regulation as from time to time amended, supplemented, restated supplemented or otherwise modified (subject modified, and, with respect to any restrictions on statute or regulation, all statutory and regulatory provisions consolidating, replacing or interpreting such amendments, supplements, restatements statute or modifications set forth herein)regulation, (bii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, but shall not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (ciii) 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, (div) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits Sections and Schedules Annexes shall be construed to refer to Articles Articles, Sections and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in Annexes of this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (ev) any reference to any law or regulation herein shall, unless otherwise specifiedexpressly qualified herein, 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, (vi) the term “or” is not exclusive and (vii) the term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 2.1 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. (2) 2.2 If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1a) 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) the words “herein”, “hereof” ’ and “hereunder”, and words of similar import, shall be construed to refer to this Credit Agreement in its entirety and not to any particular provision hereof, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Credit Agreement shall be construed to refer to this Agreement apart from these Provisions, and (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. (2b) If there is any conflict or inconsistency between these Provisions 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) Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, 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, consolidation, 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 terms of this Agreement, the other terms of this Agreement like term shall govern to the extent necessary to resolve the conflict also constitute such a Person or inconsistencyentity).

Terms Generally. (1) 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 or except as expressly provided herein, (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplementedamended and restated, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), unless otherwise expressly stated to the contrary, (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (cd) 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, (de) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern . Any reference herein to the extent necessary to resolve “knowledge” of the conflict Borrower or inconsistencyany Restricted Subsidiary shall mean the actual knowledge of a Responsible Officer of such Person.

Terms Generally. (1) The definitions of terms herein in Section 1.01 shall apply equally to both 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors ; and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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 as having 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. (2) If there is . 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 conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms particular provision of this Agreement unless the context shall govern otherwise require. All references herein to Articles, Sections, paragraphs, clauses, subclauses, Exhibits and Schedules shall be deemed references to Articles, Sections, paragraphs, clauses and subclauses of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Unless otherwise expressly provided herein, (a) all references to documents, instruments and other agreements (including the Credit Documents and organizational documents) shall be deemed to include all subsequent amendments, restatements, amendments and restatements, supplements and other modifications thereto, but only to the extent necessary that such amendments, restatements, amendments and restatements, supplements and other modifications are not prohibited by any Credit Document and (b) references to resolve any law, statute, rule or regulation shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, 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 conflict unwinding of such a division or inconsistencyallocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, 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).

Terms Generally. (1a) 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, and (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. In the computation of periods of time from a specified date to a later specified date, unless expressly specified otherwise, 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.” (b) Section headings herein and in the other Margin Loan Documentation are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Margin Loan Documentation. (2c) If there is Determinations, consents, approvals or any conflict other actions or inconsistency between these Provisions and non-actions taken by or determined by Lender, shall be made in good faith and, unless otherwise stated herein, its sole discretion. (d) In the other terms computation of the number of shares of stock, triggers related to price or value per share or traded volume of shares herein, such number, or trigger in this Agreement, as applicable, shall be adjusted from time to time by Lender in connection with any buy-back, stock split or any other event with dilutive or concentrative effect with respect to such shares so that the other terms trigger levels reflect the same collateral value and the number of this Agreement shall govern such shares maintains the same ratio to the extent necessary to resolve the conflict aggregate number of such shares outstanding, in each case had such buy-back, stock split or inconsistencysimilar event not occurred.

Terms Generally. (1) 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, (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth hereinherein or in any other Loan Document), (b) any reference to a statute shall be construed as referring to such statute as from time to time amended, supplemented or otherwise modified and to any successor statute and shall include all regulations, rulings, and other guidance from a Governmental Authority issued thereunder, in each case, as in effect from time to time, (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted assignsassigns (subject to any restrictions on assignments set forth herein or in any other Loan Document), (cd) 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, (de) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisionsthis Agreement, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. , (2g) If there is any conflict or inconsistency between these Provisions this Agreement and the other terms Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters, all of this Agreement, the other terms of which are cumulative and each shall be performed in accordance with its terms. References in this Agreement shall govern to “determination” by Administrative Agent include good faith estimates by Administrative Agent (in the extent necessary to resolve case of quantitative determinations) and good faith beliefs by Administrative Agent (in the conflict or inconsistencycase of qualitative determinations).

Terms Generally. (1a) The definitions of terms herein in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. . (b) Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. . (c) The words “include”, “includes” and “including” ”, and words of similar import, shall not be limiting and shall be deemed to be followed by the phrase “without limitation”. . (d) The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise . (ae) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) The words “asset” and “property” shall be construed as referring having the same meaning and effect and to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject refer to any restrictions on such amendmentsand all rights and interests in tangible and intangible assets and properties of any kind whatsoever, supplementswhether real, restatements personal or modifications set forth herein)mixed, including cash, securities, Equity Interests, accounts and contract rights. (bf) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) the 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, of this Agreement unless the context shall otherwise require. (dg) unless otherwise expressly stated, all All references in these Provisions herein to Articles, Sections, Exhibits Exhibits, Appendices and Schedules shall be construed to refer deemed references to Articles and Sections of, and Exhibits Exhibits, Appendices and Schedules to, these Provisionsthis Agreement unless the context shall otherwise require. (h) Except as otherwise expressly provided herein, but all such references elsewhere (a) any definition of, or reference to, any Credit Document or any other agreement, instrument or document in this Agreement shall mean such Credit Document or other agreement, instrument or document as amended, restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein) and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to refer time; provided, however, that if the Borrower notifies the Administrative Agent and the Loan Insurer that the Borrower wishes to amend any covenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the date of this Agreement apart from these Provisionson the operation of such covenant (or if the Controlling Party notifies the Borrower that it wishes to amend Article VI or any related definition for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Controlling Party. (ei) Any reference to any person shall include its successors and permitted assigns in the capacity indicated, and in the case of any Governmental Authority, any person succeeding to its functions and capacities. (j) Except as otherwise expressly provided herein, any reference to any law or regulation herein shall, unless otherwise specified, refer to Debt shall mean such law or regulation Debt as amended, modified or supplemented Refinanced from time to time and (f) in accordance with 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. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistencyCredit Documents.

Terms Generally. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (1a) The definitions (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms herein shall apply equally “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement and not to any particular Article, Section or other subdivision; (iv) the terms “Article” or “Section” refer to the singular specified Article or Section of this Agreement; and plural forms of (v) the word “or” shall be disjunctive but not exclusive; (b) the terms defined. Whenever defined in this Article (or elsewhere herein) include both the context may require, any pronoun shall include plural and the corresponding masculine, feminine and neuter forms. The singular; (c) the words “include”, “includesincluding” and “includinginclude” and other words of similar import shall be deemed to be followed by the phrase “without limitation”. The word “will” ; (d) references to agreements and other documents shall be construed deemed to have the same meaning include all subsequent amendments and effect as the word “shall”. Unless the context requires otherwise other modifications thereto; (ae) any definition of references to statutes shall include all regulations promulgated thereunder and references to statutes or reference to any agreement, instrument or other document herein (including this Agreement) regulations shall be construed as referring to such agreementincluding all statutory and regulatory provisions consolidating, instrument amending or other document as from time to time amended, supplemented, restated replacing the statute or otherwise modified regulation; (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (cf) 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, (d) unless otherwise expressly stated, all references in these Provisions to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere language used in this Agreement shall be construed deemed to refer be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against either party; (g) except as otherwise set forth herein, exhibits, schedules and annexes to this Agreement apart from these Provisionsare a material part hereof and shall be treated as if fully incorporated into the body of the Agreement and shall be included in the definition of “Agreement”; (h) whenever this Agreement refers to a number of days, (e) any reference to any law or regulation herein shall, unless otherwise specified, such number shall refer to such law or regulation as amended, modified or supplemented from time to time calendar days unless Business Days are specified and (f) the words “asset” and “property” shall be construed counted from the day immediately following the date from which such number of days are to be counted; and (i) all accounting terms used herein and not expressly defined herein shall have the same meaning and effect and meanings given to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightsthem under GAAP. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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.” 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.” The word “will” shall be construed to have the same meaning and effect as the word “shall”. .” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits Sections and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (e) 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 herein shall, unless otherwise specified, refer to such law law, statute 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 rightsas the defined term “Property. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.”

Terms Generally. (1) The definitions of terms herein in Section 1.01 shall apply equally to both 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors ; and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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 as having 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. . All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (2a) If there is any conflict reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented or inconsistency between these Provisions and otherwise modified from time to time, in each case, in accordance with the other express terms of this Agreement, the other (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect on the date hereof and consistent with financial statements delivered hereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns and (d) 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. Titles appearing at the beginning of any subdivisions are for convenience only and do not constitute any part of such subdivisions and shall govern be disregarded in construing the language contained in such subdivisions. The phrases “this section” and “this subsection” and similar phrases refer only to the extent necessary sections or subsections hereof in which such phrases occur. The word “or” is not exclusive. Accounting terms have the meanings assigned to resolve them by GAAP, as applied by the conflict or inconsistencyaccounting entity to which they refer. References to “days” shall mean calendar days, unless the term “Business Day” is used. Unless otherwise specified, references herein to any particular Person also refer to its successors and permitted assigns.

Terms Generally. (1) 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.” In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the word “to” means “to but excluding”. Unless the context requires otherwise (ai) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as it was originally executed or as it may from time to time be amended, supplementedrestated, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein)modified, (bii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (ciii) the words “hereinhereof”, “hereofherein” and “hereunder”, ” and words of similar import, import shall be construed to refer to this Agreement in its entirety as a whole and not to any particular provision hereof, (div) unless otherwise expressly stated, all references in these Provisions to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections ofArticles, and Sections, Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (ev) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (fvi) 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. (2) If there is . To the extent that any conflict or inconsistency between these Provisions of the representations and the other terms of this Agreement, the other terms of warranties contained in ARTICLE V under this Agreement is qualified by “Material Adverse Effect”, then the qualifier “in all material respects” contained in Section 8.1(c) shall govern not apply. Unless otherwise indicated, all references to time are references to Eastern Standard Time or Eastern Daylight Savings Time, as the extent necessary case may be. Unless otherwise expressly provided herein, all references to resolve dollar amounts shall mean Dollars. In determining whether any individual event, act, condition or occurrence of the conflict foregoing types could reasonably be expected to result in a Material Adverse Effect, notwithstanding that a particular event, act, condition or inconsistencyoccurrence does not itself have such effect, a Material Adverse Effect shall be deemed to have occurred if the cumulative effect of such event, act, condition or occurrence and all other such events, acts, conditions or occurrences of the foregoing types which have occurred could reasonably be expected to result in a Material Adverse Effect. Any certificate or other writing required hereunder or under any other Loan Document to be certified by a Responsible Officer of any Person shall be deemed to be executed and delivered by such Responsible Officer solely in such individual’s capacity as a Responsible Officer of such Person and not in such Responsible Officer’s individual capacity.

Terms Generally. (1) 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 (a) except as provided in this Agreement, any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time time, and, unless the context requires otherwise, shall include without limitation (x) any applicable foreign statute, law (including any rules or regulations promulgated under any such statute or law), regulation, treaty, rule, official directive, request or guideline of any foreign national, state, local, municipal, or other governmental, fiscal, monetary or regulatory body, agency, department or regulatory, self‑regulatory or other authority or organization, whether or not having the force of law (but if not having the force of law, one which applies generally to the class or category of institutions of which any Lender or the Administrative Agent forms a part and compliance with which is in accordance with the general practice of those financial institutions) and (y) any applicable decision of any competent court or other judicial body, (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. , (2g) If there is as used herein, the obligation of any conflict Loan Party under this Agreement or inconsistency between these Provisions any other Loan Document in respect of interest accruing under this Agreement or the other Loan Documents shall be deemed to include without limitation any interest accruing during the pendency of, or after the filing of any petition in respect of, any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowable or allowed in such proceeding and (h) all currency amounts shall be to Dollars, except with respect to Section 5.15(a). For the avoidance of doubt, for all purposes under this Agreement (including computing Consolidated Net Leverage and Consolidated Total Leverage), the amount of the 2017 PIK Notes and the other terms of this Agreement, the other terms of this Agreement Term Loans outstanding shall govern be equal to the extent necessary aggregate principal amount of such 2017 PIK Notes or Term Loans outstanding at any such time including the amounts of interest or accrued fees added to resolve such principal amount (in each case as a result of PIK elections in respect of payment of interest thereon), without giving effect to the conflict tax treatment or inconsistencyaccounting standards used in respect thereof (including any discount thereto).

Terms Generally. (1) 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 “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: (a) any definition of or reference herein to any agreement, instrument or other document herein (including this Agreement) 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 amended, supplemented, restated or otherwise modified (subject and any reference herein to any restrictions on such amendmentsstatute or regulations shall include any amendment, supplementsrenewal, restatements extension or modifications set forth herein), replacement thereof; (b) any reference herein to any Person shall be construed to include such Person’s permitted successors and permitted assigns, assigns from time to time; (c) 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, ; (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules Sections shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in of this Agreement shall be construed to refer to this Agreement apart from these Provisions, Agreement; (e) any reference to any law or regulation herein shall, unless otherwise specified, 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.; (2f) If there is any conflict or inconsistency between these Provisions reference herein to an ABL Agent on behalf of the ABL Claimholders shall be understood to mean only on behalf of itself and the other terms ABL Claimholders for which such ABL Agent is acting as agent under the related ABL Loan Documents or any ABL Collateral Documents; and (g) any reference herein to a Term Agent on behalf of this Agreement, the other terms Term Claimholders shall be understood to mean only on behalf of this Agreement shall govern to itself and the extent necessary to resolve Term Claimholders for which such Term Agent is acting as agent under the conflict related Term Loan Documents or inconsistencyany Term Collateral Documents.

Terms Generally. (1a) 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 (ai) any definition of or reference to any Loan Document, agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented, restated varied, assigned, novated, replaced or otherwise modified (subject to any restrictions on such amendments, supplements, restatements variations, assignments, novations, replacements or modifications set forth herein), including, for the avoidance of doubt, any increase or introduction of new loan facilities, increase in margin, extension of the term of the Loans or any other change having a material economic effect on the Indebtedness of any Credit Party, however fundamental, under any such Loan Document, agreement, instrument or other document herein, (bii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assignsassigns (subject to any restrictions on assignments set forth herein), (ciii) 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, (div) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (ev) any reference to any law or regulation herein shall, unless otherwise specified, shall refer to such law or regulation as amended, modified or supplemented from time to time and time, (fvi) 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 (vii) all references to the knowledge of any Group Member or facts known by any Group Member shall mean actual knowledge of any Responsible Officer of such Person. Any Responsible Officer or Financial Officer executing any Loan Document or any certificate or other document made or delivered pursuant hereto or thereto, so executes or certifies in his/her capacity as a Responsible Officer or Financial Officer, as applicable, on behalf of the applicable Credit Party and not in any individual capacity. (2b) If there The term “enforceability” and its derivatives when used to describe the enforceability of an agreement shall mean that such agreement is enforceable except as enforceability may be limited by any conflict Debtor Relief Law and by general equitable principles (whether enforcement is sought by proceedings in equity or inconsistency between these Provisions and the other at law). (c) Any terms of this Agreement, the other terms of used in this Agreement that are defined in the UCC shall govern be construed and defined as set forth in the UCC unless otherwise defined herein; provided that to the extent necessary that the UCC is used to resolve define any term herein and such term is defined differently in different Articles of the conflict UCC, the definition of such term contained in Article 9 of the UCC shall govern. (d) Any reference herein or inconsistencyin any other Loan Document to an 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, as if it were an assignment, sale or transfer, or similar term, as applicable, to, of or with a separate Person. Any reference herein or in any other Loan Document to a merger, consolidation or amalgamation, or similar term, shall be deemed to apply to the unwinding of any such division or allocation of assets, as though it were a merger, consolidation or amalgamation, or similar term, of separate Persons into one 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, Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Terms Generally. (1) 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, (ai) any definition of or reference to any agreement, instrument instrument, other document, statute or other document regulation herein (including this Agreement) shall be construed as referring to such agreement, instrument instrument, other document, statute or other document regulation as from time to time amended, supplementedamended and restated, restated supplemented or otherwise modified (subject as permitted hereby, if applicable) and, with respect to any restrictions on statute or regulation, all statutory and regulatory provisions consolidating, replacing or interpreting such amendments, supplements, restatements statute or modifications set forth herein)regulation, (bii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, but shall not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (ciii) 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, (div) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits Sections and Schedules Annexes shall be construed to refer to Articles Articles, Sections and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in Annexes of this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (ev) any reference to any law or regulation herein shall, unless otherwise specifiedexpressly qualified herein, 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 exclusive. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and time, (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. rights and (2g) If there is all terms of an accounting nature or financial nature shall construed in accordance with GAAP. Notwithstanding anything to the contrary contained herein, if at any conflict time any change in GAAP would affect any computation or inconsistency between these Provisions defined term set forth in any Loan Document, and the other terms of this AgreementBorrower shall at such time or thereafter so request, the other terms Administrative Agent and the Borrower shall negotiate in good faith to amend the relevant provisions of this Agreement shall govern the Loan Documents to preserve the original intent thereof in light of such change in GAAP (subject to the extent necessary approval of Required Lenders), provided that, until so amended, such computation or defined term shall continue to resolve the conflict or inconsistencybe computed in conformity with GAAP but without giving effect to such identified changes to GAAP.

Terms Generally. (1a) 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 (ai) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (bii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (ciii) 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, (div) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (ev) 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 herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time time, and (fvi) 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. In the computation of periods of time from a specified date to a later specified date, unless expressly specified otherwise, 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.” (b) Article and Section headings herein and in the other Collar Loan Documentation are included for convenience of reference only, are not part of this Agreement or any other Collar Loan Documentation and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement or any other Collar Loan Documentation. (2c) If there is Determinations, consents, approvals or any conflict other actions or inconsistency between these Provisions and the other terms of this Agreementnon-actions taken by or determined by Lender shall be made in good faith and, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistencyunless otherwise stated herein, at its sole discretion.

Terms Generally. (1) The definitions of terms herein in Section 1.01 shall apply equally to both 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors ; and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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 as having 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. . All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (2a) If there is any conflict reference in this Agreement to any Loan Document shall mean, unless otherwise specified herein or inconsistency between these Provisions and therein, such agreement as amended, restated, supplemented or otherwise modified from time to time, in each case, in accordance with the other express terms of this Agreement, (b) any reference in this Agreement to any statute or applicable law, decision, ruling or order shall mean and be a reference to such statute or applicable law, decision, ruling or order as modified from time to time and any successor legislation or applicable law, decision, ruling or order, in each case as in effect at the other time any such reference is operative, (c) any reference to an anniversary of the Closing Date falling in any year shall mean and be a reference to February 28 of such year and (d) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the date of this Agreement on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article VI or any related definition for such purpose), then the Borrower’s compliance with such covenant shall govern be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the extent necessary to resolve Borrower and the conflict or inconsistencyRequired Lenders.

Terms Generally. (1a) 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 (ai) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (bii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (ciii) 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, (div) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (ev) 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 herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time time, and (fvi) 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. In the computation of periods of time from a specified date to a later specified date, unless expressly specified otherwise, 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.” (b) Article and Section headings herein and in the other Collar Loan Documentation are included for convenience of reference only, are not part of this Agreement or any other Collar Loan Documentation and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement or any other Collar Loan Documentation. (2c) If there is Determinations, consents, approvals or any conflict other actions or inconsistency between these Provisions and the other terms of this Agreementnon-actions taken by or determined by Lender, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistencybe made in good faith and, unless otherwise stated herein, its sole discretion.

Terms Generally. (1a) 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 (ai) any definition of or reference to any Loan Document, agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented, restated replaced or otherwise modified (subject to any restrictions on such amendments, supplements, restatements replacements or modifications set forth herein), (bii) any reference herein to any Person person shall be construed to include such Personperson’s successors and permitted assignsassigns (subject to any restrictions on assignments set forth herein), (ciii) 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, (div) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (ev) any reference to any law or regulation herein shall, unless otherwise specified, shall refer to such law or regulation as amended, modified or supplemented from time to time and time, (fvi) 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 (vii) all references to the knowledge of any Group Member or facts known by any Group Member shall mean actual knowledge of any Responsible Officer of such Person. Any Responsible Officer or Financial Officer executing any Loan Document or any certificate or other document made or delivered pursuant hereto or thereto, so executes or certifies in his/her capacity as a Responsible Officer or Financial Officer, as applicable, on behalf of the applicable Credit Party and not in any individual capacity. (2b) If there The term “enforceability” and its derivatives when used to describe the enforceability of an agreement shall mean that such agreement is enforceable except as enforceability may be limited by any conflict Debtor Relief Law and by general equitable principles (whether enforcement is sought by proceedings in equity or inconsistency between these Provisions at law). (c) Any terms used in this Agreement that are defined in the UCC shall be construed and defined as set forth in the UCC unless otherwise defined herein; provided that to the extent that the UCC is used to define any term herein and such term is defined differently in different Articles of the UCC, the definition of such term contained in Article 9 of the UCC shall govern. (d) 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, amalgamation, consolidation, assignment, sale 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, Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any other like term shall also constitute such a Person or entity). Notwithstanding anything to the contrary set forth herein, nothing herein shall prohibit or restrict (x) any Subsidiary that is not a Credit Party from dividing or sub-dividing into one or more divisions or (y) any Credit Party from dividing or sub-dividing into one or more divisions so long as (A) the divided or sub-divided entities are both Credit Parties (provided, that to the extent any additional actions or documentation is required, such entities shall have sixty (60) days (or such longer time as permitted by the Administrative Agent in its sole discretion) to take such action or execute such documentation (as if such division or sub-division were a newly formed Subsidiary)) or (B) at such time, applicable basket capacity (or flexibility, as applicable) would be available pursuant to Sections 6.03, 6.04, 6.05 or 6.06 (as applicable) to give effect to such division or sub-division as if the creation of such division or sub-division constituted an Investment, disposition, merger, transfer, consolidation, amalgamation, assignment, sale or dividend, in each case, as and to the extent applicable (and, for the avoidance of doubt, such division or sub-division made in reliance on this clause (B) shall be deemed to constitute a utilization of the applicable basket capacity (or flexibility, as applicable) for the purposes of this Agreement and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistencyLoan Documents).

Terms Generally. (1) 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 phrase “Material Adverse Effect” shall be deemed to be followed by the phrase “, individually or in the aggregate”. The words “asset” and “property” shall be construed to have the same meaning and effect. The word “will” shall be construed to have the same meaning and effect as the word “shall”. .” Unless the context requires otherwise (a) any definition of or reference to any Loan Document, agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth hereinin any Loan Document), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisionsthis Agreement, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, unless otherwise indicated and (e) any reference to any law or regulation herein shallshall (i) include all statutory and regulatory provisions consolidating, amending, replacing or interpreting or supplementing such law or regulation, and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and time. This Section 1.03 shall apply, mutatis mutandis, to all Loan Documents. Each reference herein to documents, agreements or other matters being “satisfactory,” “acceptable,” “reasonably satisfactory” or “reasonably acceptable” (for any expression of similar import) 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. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary Administrative Agent and any term or provision contained herein to resolve be made in the conflict Administrative Agent’s “discretion” or inconsistency“sole discretion” (or any expression of similar import), such determination may be made by the Administrative Agent at the written direction of the Required Lenders.

Terms Generally. (1) 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”. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law), and all judgments, orders and decrees, of all Governmental Authorities. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplementedrestated, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplementsrestatements, restatements supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assignsassigns (subject to any restrictions on assignment set forth herein), (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, and (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. Except as otherwise expressly provided, the following rules of interpretation shall apply to this Agreement and the other Note Documents: (1a) The the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever ; (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The ; (c) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The ; (d) the word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless ; (e) unless the context requires otherwise (a) otherwise, any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein)herein or therein) and shall include any appendices, schedules, exhibits, clarification letters, side letters and disclosure letters executed in connection therewith; (bf) any reference herein to any Person shall be construed to include such Person’s successors and assigns to the extent permitted assignsunder the Note Documents and, in the case of any Governmental Authority, any Person succeeding to its functions and capacities; (cg) 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, provision; (dh) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Appendices, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Appendices, Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, Agreement; (ei) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and the word “or” is not exclusive; and (fj) 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. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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”. Any reference herein to “the date hereof”, “the date of this Agreement” and words of similar import shall be deemed to mean the Effective Date. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein, including in Section 6.08), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified modified, supplemented, reenacted or supplemented redesignated 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. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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 words “other” and “otherwise” shall not be construed ejusdem generis with any foregoing words where a wider construction is possible. Except as otherwise expressly provided herein, the word “or” shall not be exclusive. The word “will” shall be construed to have the same meaning and effect as the word “shall”. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the word “to” means “to but excluding”. Unless the context requires otherwise (ai) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as it was originally executed or as it may from time to time be amended, supplementedrestated, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (bii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (ciii) the words “hereinhereof”, “hereofherein” and “hereunder”, ” and words of similar import, import shall be construed to refer to this Agreement in its entirety as a whole and not to any particular provision hereof, (div) unless otherwise expressly stated, all references in these Provisions to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections ofArticles, and Sections, Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (ev) any definition of or reference to any law shall include all statutory and regulatory provisions consolidating, amending, or regulation herein shallinterpreting any such law and any reference to or definition of any law or regulation, unless otherwise specified, shall refer to such law or regulation as amended, modified or supplemented from time to time and time, (fvi) 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 rightsrights and (vii) all references to a specific time shall be construed to refer to Eastern Standard Time, unless otherwise indicated. Unless otherwise expressly provided herein, all references to dollar amounts shall mean Dollars. Any reference herein 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 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). (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s permitted successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (e) any reference all Schedules to any law or regulation herein shallthis Agreement shall relate solely to the Domestic Loan Parties and the Canadian Loan Parties, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (f) the term “security interest” shall include a hypothec, (g) the term “solidary” as used herein shall be read and interpreted in accordance with the Civil Code of Québec, (h) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible tangible, moveable and immoveable, and intangible assets and properties, including cash, securities, accounts and contract rights. , (2i) If there is all financial statements and other financial information provided by the Domestic Borrowers to the Administrative Agent or any conflict Lender shall be provided with reference to dollars, (j) all references to "$" or inconsistency between these Provisions "dollars" or to amounts of money and all calculations of Canadian Availability, Incremental Availability, Domestic Availability, permitted “baskets” and other similar matters shall, unless otherwise expressly provided to be CD$, be deemed to be references to the lawful currency of the United States of America at the Equivalent Amount, and (k) this Agreement and the other terms Loan Documents are the result of this Agreementnegotiation among, and have been reviewed by counsel to, among others, the other terms Borrowers and the Agents and are the product of discussions and negotiations among all parties. Accordingly, this Agreement shall govern and the other Loan Documents are not intended to be construed against the extent necessary to resolve Agents or any of the conflict Lenders merely on account of the Agents’ or inconsistencyany Lender’s involvement in the preparation of such documents.

Terms Generally. (1) 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplementedamended and restated, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (b) 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 to any successor law or regulation, (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (cd) 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, (de) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. . For the avoidance of doubt, all references herein (2whether in singular or plural, as the context requires) If there is any conflict to the Borrower shall give effect to the accession of PXP as a party hereto in the capacity of a borrower pursuant to Section 4.02(c) or inconsistency between these Provisions 4.04(c) and the other terms cessation of this Agreement, PXP as a party hereto in the other terms capacity of this Agreement shall govern a borrower pursuant to the extent necessary to resolve the conflict or inconsistencySection 10.02(g).

Terms Generally. (1) 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 phrase “Material Adverse Effect” shall be deemed to be followed by the phrase “, individually or in the aggregate”. The words “asset” and “property” shall be construed to have the same meaning and effect. The word “will” shall be construed to have the same meaning and effect as the word “shall”. .” Unless the context requires otherwise (a) any definition of or reference to any Loan Document, agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth hereinin any Loan Document), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) 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, and (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisionsthis Agreement, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, unless otherwise indicated and (e) any reference to any law or regulation herein shallshall (i) include all statutory and regulatory provisions consolidating, amending, replacing or interpreting or supplementing such law or regulation, and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (f) the words “asset” and “property” time. This Section 1.03 shall be construed apply, mutatis mutandis, 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 rightsLoan Documents. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) The definitions of terms herein in Section 1.01 shall apply equally to both 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (f) the The words “asset” and “property” shall be construed to have as having the same meaning and effect and to refer to any and all types of tangible and intangible assets and properties, including cash, securities, accounts and contract rights. . The words “herein”, “hereto”, “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (2including official rulings and interpretations thereunder having the force of law or with which affected persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) If there is any conflict reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented or inconsistency between these Provisions and otherwise modified from time to time, in each case, in accordance with the other express terms of this Agreement, (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws) and (c) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, however’, that if Holdings notifies the other terms Administrative Agent that Holdings wishes to amend any covenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the date of this Agreement on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article VI or any related definition for such purpose), then Holdings’ compliance with such covenant shall govern be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to Holdings and the extent necessary to resolve the conflict or inconsistencyRequired Lenders.

Terms Generally. (1) 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, and (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. Except as otherwise expressly provided herein, including cashwhen the payment of any obligation or the performance of any covenant, securitiesduty or obligation is stated to be due or performance required on a day which is not a Business Day, accounts the date of such payment or performance shall extend to the immediately succeeding Business Day. All references to “knowledge” of the Company or any Subsidiary thereof shall mean the actual knowledge of a Responsible Officer of the Company. All certifications to be made hereunder by an officer or representative of a Loan Party shall be made by such person in his or her capacity solely as an officer or a representative of such Loan Party, on such Loan Party’s behalf and contract rights. (2) If there is not in such Person’s individual capacity. References herein to the taking of any conflict or inconsistency between these Provisions action hereunder of an administrative nature by any Borrower shall be deemed to include references to the Company taking such action on such Bxxxxxxx’s behalf and the other terms of this Agreement, Administrative Agent is expressly authorized to accept any such action taken by the other terms of this Agreement shall govern to Company as having the extent necessary to resolve the conflict or inconsistencysame effect as if taken by such Bxxxxxxx.

Terms Generally. (1) 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplementedamended and restated, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (b) 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 to any successor law or regulation, (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (cd) 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, (de) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. (2. For the avoidance of doubt, all references herein to the Borrowers shall give effect to the accession of PXP as a party hereto in the capacity of a Borrower pursuant to Section 4.02(c) If there is any conflict or inconsistency between these Provisions and the other terms cessation of this Agreement, PXP as a party hereto in the other terms capacity of this Agreement shall govern a Borrower pursuant to the extent necessary to resolve the conflict or inconsistencySection 10.02(g).

Terms Generally. (1) 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s 's successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions to Articles, Sections, Exhibits and Schedules shall be construed to refer to 2 Ensure that the Credit Agreement identifies the Issuing Bank or indicates that there is none. Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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”.” The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law), and all judgments, orders and decrees, of all Governmental Authorities. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplementedrestated, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplementsrestatements, restatements supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assignsassigns (subject to any restrictions on assignment set forth herein), (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, and (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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 word “including” shall be deemed to be followed is by the phrase “without way of example and not limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise otherwise, (ai) any definition of or reference to any agreement, instrument instrument, other document, statute or other document regulation herein (including this Agreement) shall be construed as referring to such agreement, instrument instrument, other document, statute or other document regulation as from time to time amended, supplementedrestated, restated extended, supplemented or otherwise modified (subject and, with respect to any restrictions on statute or regulation, all statutory and regulatory provisions consolidating, replacing or interpreting such amendments, supplements, restatements statute or modifications set forth herein)regulation, (bii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, but shall not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (ciii) 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, (div) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits Sections and Schedules Annexes shall be construed to refer to Articles Articles, Sections and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in Annexes of this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (ev) any reference to any law or regulation herein shall, unless otherwise specifiedexpressly qualified herein, 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 rightsrights,(vi) the term “or” is not exclusive and (vii) the term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s permitted successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (e) any reference all Schedules to any law or regulation herein shallthis Agreement shall relate solely to the Domestic Loan Parties and the Canadian Loan Parties, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (f) the term “security interest” shall include a hypothec, (g) the term “solidary” as used herein shall be read and interpreted in accordance with the Civil Code of Québec, (h) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible tangible, moveable and immoveable, and intangible assets and properties, including cash, securities, accounts and contract rights. , (2i) If there is all financial statements and other financial information provided by the Domestic Borrowers to the Administrative Agent or any conflict Lender shall be provided with reference to dollars, (j) all references to “$” or inconsistency between these Provisions “dollars” or to amounts of money and all calculations of Canadian Availability, Domestic Availability, permitted “baskets” and other similar matters shall, unless otherwise expressly provided to be CD$, be deemed to be references to the lawful currency of the United States of America at the Equivalent Amount, and (k) this Agreement and the other terms Loan Documents are the result of this Agreementnegotiation among, and have been reviewed by counsel to, among others, the other terms Borrowers and the Agents and are the product of discussions and negotiations among all parties. Accordingly, this Agreement shall govern and the other Loan Documents are not intended to be construed against the extent necessary to resolve Agents or any of the conflict Lenders merely on account of the Agents’ or inconsistencyany Lender’s involvement in the preparation of such documents.

Terms Generally. (1) 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 phrase “Material Adverse Effect” shall be deemed to be followed by the phrase “, individually or in the aggregate”. The words “asset” and “property” shall be construed to have the same meaning and effect. The word “will” shall be construed to have the same meaning and effect as the word “shall”. .” Unless the context requires otherwise (a) any definition of or reference to any Loan Document, agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth hereinin any Loan Document), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisionsthis Agreement, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, unless otherwise indicated and (e) any reference to any law or regulation herein shallshall (i) include all statutory and regulatory provisions consolidating, amending, replacing or interpreting or supplementing such law or regulation, and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time time. This Section 1.03 shall apply, mutatis mutandis, to all Loan Documents. Each reference herein to documents, agreements or other matters being “satisfactory,” “acceptable,” “reasonably satisfactory” or “reasonably acceptable” (or any expression of similar import) to the Administrative Agent and any term or provision contained herein to be made in the Administrative Agent’s “discretion” or “sole discretion” (f) or any expression of similar import), such determination may be made by the words “asset” and “property” Administrative Agent at the written direction of the Required Lenders (other than the Agent Consent Right which shall be construed to have made in the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightsAdministrative Agent’s sole discretion). (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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, (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplementedrestated, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (e) any reference in any definition to the phrase “at any law time” or “for any period” shall refer to the same time or period for all calculations or determinations within such definition, (f) any law, rule or regulation herein shall, unless otherwise specified, refer to such law law, rule or regulation as amended, modified or supplemented from time to time and (fg) 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. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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 (a) except as provided in this Agreement, any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time time, and, unless the context requires otherwise, shall include without limitation (x) any applicable foreign statute, law (including any rules or regulations promulgated under any such statute or law), regulation, treaty, rule, official directive, request or guideline of any foreign national, state, local, municipal, or other governmental, fiscal, monetary or regulatory body, agency, department or regulatory, self-regulatory or other authority or organization, whether or not having the force of law (but if not having the force of law, one which applies generally to the class or category of financial institutions of which any Lender or the Administrative Agent forms a part and compliance with which is in accordance with the general practice of those financial institutions) and (y) any applicable decision of any competent court or other judicial body, (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. , (2g) If there is as used herein, the obligation of any conflict Loan Party under this Agreement or inconsistency between these Provisions any other Loan Document in respect of interest accruing under this Agreement or the other Loan Documents shall be deemed to include without limitation any interest accruing during the pendency of, or after the filing of any petition in respect of, any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowable or allowed in such proceeding and (h) all currency amounts shall be to Dollars, except with respect to Section 5.15(a). For the avoidance of doubt, for all purposes under this Agreement (including computing Consolidated Total Leverage), the amount of the 2017 PIK Notes and the other terms of this Agreement, the other terms of this Agreement Term Loan outstanding shall govern be equal to the extent necessary aggregate principal face amount of such 2017 PIK Notes or Term Loan outstanding at any such time, without giving effect to resolve the conflict tax treatment or inconsistencyaccounting standards used in respect thereof (including any discount thereto).

Terms Generally. (1a) The definitions of terms herein shall in Section 1.1 will apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall will include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall will 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) the .” The words “herein”, “hereof” and “hereunder”, ” and words of similar import, shall be construed to import refer to this Agreement (including the Exhibits and Schedules) in its entirety and not to any particular provision hereofpart hereof unless the context otherwise requires. As used herein, (d) unless otherwise expressly statedthe term “to the knowledge of the Company” or “the Company is aware” or any similar term relating to the Company’s knowledge or awareness means the actual knowledge, all after due inquiry, of any of the Senior Management of the Company, and the term “to the knowledge of Parent” or “Parent is aware” any similar term relating to Parent’s knowledge or awareness means the actual knowledge, after due inquiry, of any of the Senior Management of Parent. All references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall will be construed to refer deemed references to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisionsunless the context otherwise requires. Unless the context otherwise requires, (e) any reference references to any law statute or regulation herein shall, unless otherwise specified, refer are to such law statute or regulation as amended, modified or amended and supplemented from time to time (and, in the case of a statute or regulation, to any successor provisions). Any reference in this Agreement to a “day” or “number of days” (without the explicit qualification of “business”) will be interpreted as a reference to a calendar day or number of calendar days, as the case may be. If any action or notice is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action or notice will be deferred until, or may be taken or given on, the next Business Day. As used herein, and unless the context otherwise requires, the phrase “made available” and words of similar import mean that the relevant documents, instruments or materials were (A) (x) with respect to information to be made available to Parent, posted and made available to Parent on the Company due diligence data site or otherwise delivered to or made available to Wachtell, and (fy) with respect to information to be made available to the words “asset” Company, posted or made available to the Company on the Parent due diligence data site or delivered to or made available to Xxxxx Xxxxx, as applicable, in each case, prior to the date hereof (other than as to those materials which are required to be delivered on the date hereof) or (B) filed or furnished to the SEC (and “property” shall be construed publicly available) at least one Business Day prior 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 rightsdate hereof. (2b) If there is any conflict or inconsistency between these Provisions References to “the Company” in the phrase “the Company and its Subsidiaries, taken as a whole”, including for purposes of Article III, will be deemed to include the Company’s equity interest in Parent through the Company’s ownership of Parent Common Shares and the other terms related value to the Company thereof. (c) For purposes of this Agreement, any event or condition that, individually or in the other terms of this Agreement shall govern aggregate, has had, or would reasonably be expected to have, a material adverse effect on Parent and its Subsidiaries, taken as a whole, will not be considered or taken into account in connection with any determination with respect to the extent necessary occurrence of a material adverse effect applicable to resolve the conflict or inconsistencyCompany and its Subsidiaries, taken as a whole. (d) For the avoidance of doubt, the phrase “Parent and its Subsidiaries” will be deemed to include Merger Sub and Merger LLC prior to the Effective Time, the Surviving Corporation following the Effective Time and the Surviving Company following the Upstream Effective Time.

Terms Generally. (1) 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 words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise otherwise, (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assignsassigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (c) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (d) 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, hereof and (de) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 2.1 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. (2) 2.2 If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this other than the Note Issuance Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. , (2f) If there with respect to each defined term which is any conflict or inconsistency between these Provisions and defined by reference to the other terms of this Note Issuance Agreement, references to “Company” used therein shall refer to the other terms “Borrower” for purposes of this Agreement and (g) terms defined by and/or provisions qualified by reference to defined terms, sections and/or articles of the Note Issuance Agreement, as applicable, shall govern continue to be so defined and/or so qualified at all times despite any termination of the extent necessary to resolve Note Issuance Agreement or finding that the conflict Note Issuance Agreement, or inconsistencyany term thereof, is invalid, illegal or unenforceable.

Terms Generally. (1) 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreementany Loan Document) herein shall be construed as referring to such agreement, instrument or other document (including any Loan Document) as from time to time amended, restated, amended and restated, supplemented, restated extended, renewed, replaced, refinanced or otherwise modified (subject to any restrictions on such amendments, restatements, amendments and restatements, supplements, restatements extensions, renewals, replacements, refinancings or modifications set forth herein), (b) any reference herein or in any Loan Document to any Person shall be construed to include such Person’s successors and permitted assigns, (c) 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 hereofhereof or thereof, (d) unless otherwise expressly stated, all references herein or in these Provisions any Loan Document to Articles, Sections, clauses, paragraphs, Exhibits and Schedules shall be construed to refer to Articles and Sections Sections, clauses and paragraphs of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisionsor such Loan Document, as applicable, and (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (f) the words “asset” and “property” ”, when used in any Loan Document, 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. . For purposes of determining compliance at any time with Sections 6.01, 6.02, 6.03, 6.04, 6.05, 6.06, 6.07 and 6.08, in the event that any Indebtedness, Lien, payment with respect to Junior Indebtedness restricted by Section 6.07(b), Restricted Payment, contractual restriction, Investment, Disposition or Affiliate transaction, as applicable, meets the criteria of more than one of the categories of transactions or items permitted pursuant to any clause of such Sections 6.01, 6.02, 6.03, 6.04, 6.05, 6.06, 6.07 and 6.08, the Parent Borrower, in its sole discretion, from time to time, may classify or reclassify such transaction or item (2or portion thereof) and will only be required to include the amount and type of such transaction (or portion thereof) in any one category. For purposes of determining the permissibility of any action, change, transaction or event that by the terms of the Loan Documents requires a calculation of any financial ratio or test (including the First Lien Net Leverage Ratio, the Total Net Leverage Ratio or the Secured Net Leverage Ratio), such financial ratio or test shall, except as expressly permitted under this Agreement, be calculated at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. It is understood and agreed that any Indebtedness, Lien, Restricted Payment, payment with respect to Junior Indebtedness restricted by Section 6.07(b), Investment, Disposition or Affiliate transaction need not be permitted solely by reference to one category of permitted Indebtedness, Liens, Restricted Payments, payments with respect to Junior Indebtedness, Investments, Dispositions or Affiliate transactions under Sections 6.01, 6.02, 6.03, 6.04, 6.05, 6.06, 6.07 or 6.08, respectively, but may instead be permitted in part under any combination thereof (it being understood that compliance with each such section is separately required). Notwithstanding anything to the contrary herein, (i) when calculating any financial ratio or test (including any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and the amount of Total Assets or the amount of Consolidated Net Income or Adjusted EBITDA) in connection with the incurrence of Indebtedness, the creation of Liens, the making of any Disposition, the making of an Investment or the making of a Restricted Payment, (ii) determining compliance with any provision of this Agreement which requires that no Default or Event of Default (or any type of Default or Event of Default) has occurred, is continuing or would result therefrom, (iii) determining compliance with any provision of this Agreement which requires compliance with any representation or warranties set forth herein or (iv) determining the satisfaction of all other conditions precedent to the incurrence of Indebtedness, the creation of Liens, the making of any Disposition, the making of an Investment or the making of a Restricted Payment, in each case in connection with a Limited Condition Transaction, the date of determination of such ratio or other provisions, determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom, determination of compliance with any representations or warranties or the satisfaction of any other conditions shall, at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election,” which LCT Election may be in respect of one or more of clauses (i), (ii), (iii) or (iv) be deemed to be the date the definitive agreements (or other relevant definitive documentation) for such Limited Condition Transaction are entered into (the “LCT Test Date”). If there is any conflict or inconsistency between these Provisions on a pro forma basis after giving effect to such Limited Condition Transaction and the other terms transactions to be entered into in connection therewith (including any incurrence or issuance of this AgreementIndebtedness, and the use of proceeds thereof), with such ratios and other provisions calculated as if such Limited Condition Transaction or other transactions had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date for which financial statements have been (or are required to be) delivered pursuant to Section 5.01, the Parent Borrower could have taken such action on the relevant LCT Test Date in compliance with the applicable ratios or other terms provisions, such provisions shall be deemed to have been complied with, unless an Event of Default pursuant to Section 8.01(a) or (b), or, solely with respect to any Borrower, Section 8.01(g) or (h) shall be continuing on the date such Limited Condition Transaction is consummated. For the avoidance of doubt, (i) if, following the LCT Test Date, any of such ratios or other provisions are exceeded or breached as a result of fluctuations in such ratio (including due to fluctuations in Adjusted EBITDA or other components of such ratio) or other provisions at or prior to the consummation of the relevant Limited Condition Transactions, such ratios and other provisions will not be deemed to have been exceeded or failed to have been satisfied as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactions, unless, other than if an Event of Default pursuant to Section 8.01(a) or (b), or, solely with respect to any Borrower, Section 8.01(g) or (h), shall be continuing on such date, the Parent Borrower elects, in its sole discretion, to test such ratios and compliance with such conditions on the date such Limited Condition Transaction or related Specified Transactions is consummated. If the Parent Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, basket availability or compliance with any other provision hereunder (other than actual compliance with the Financial Covenant) on or following the relevant LCT Test Date and prior to the earliest of the date on which such Limited Condition Transaction is consummated, the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction or the date the Parent Borrower makes an election pursuant to clause (ii) of the immediately preceding sentence, any such ratio, basket or compliance with any other provision hereunder shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness or Disqualified Equity Interests, and the use of proceeds thereof) had been consummated on the LCT Test Date; provided, that for purposes of any Restricted Payment or payment of Restricted Indebtedness, such ratio, basket or compliance with any other provision hereunder shall also be tested as if such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness or Disqualified Equity Interests, and the use of proceeds thereof) had not been consummated. Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio (any such amounts, the “Fixed Amounts”) under any negative covenant set forth in Article VI or the determination of the Incremental Amount substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision under such negative covenant or the determination of the Incremental Amount that requires compliance with a financial ratio (including any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test and any Total Net Leverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that such Fixed Amounts shall govern be disregarded in the calculation of the financial ratio or test applicable to the extent necessary to resolve the conflict or inconsistencyany substantially concurrent utilization of such Incurrence-Based Amounts.

Terms Generally. (1) 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 (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (f) the 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, tangible and intangible assets and properties, including cash, securities, accounts and contract rights. . The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (2including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and degrees, of all Governmental Authorities. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the word “to” means “to but excluding”. Except as otherwise provided herein and unless the context requires otherwise (i) If there is any conflict definition of or inconsistency between these Provisions reference to any agreement, instrument or other document herein (including this Agreement and the other terms Loan Documents) shall, except as otherwise provided herein, be construed as referring to such agreement, instrument or other document as it was originally executed or as it may from time to time be amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any definition of this Agreementor reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (iii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other terms Governmental Authority that shall have succeeded to any or all functions thereof, (iv) the words “hereof”, “herein” and “hereunder” and words of similar import shall be construed to refer to this Agreement as a whole and not to any particular provision hereof, (v) all references to Articles, Sections, Exhibits and Schedules shall govern be construed to refer to Articles and Sections of Exhibits and Schedules to this Agreement and (vi) all references to a specific time shall be construed to refer to the extent necessary to resolve time in the conflict or inconsistencycity and state of the Administrative Agent’s principal office, unless otherwise indicated.

Terms Generally. (1) 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 phrase “Material Adverse Effect” shall be deemed to be followed by the phrase “, individually or in the aggregate”. The words “asset” and “property” shall be construed to have the same meaning and effect. The word “will” shall be construed to have the same meaning and effect as the word “shall”. .” Unless the context requires otherwise (a) any definition of or reference to any Loan Document, agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth hereinin any Loan Document), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisionsthis Agreement, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, unless otherwise indicated and (e) any reference to any law or regulation herein shallshall (i) include all statutory and regulatory provisions consolidating, amending, replacing or interpreting or supplementing such law or regulation, and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (f) the words “asset” and “property” time. This Section 1.03 shall be construed apply, mutatis mutandis, 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 rightsLoan Documents. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) The definitions of terms herein in Section 1.01 shall apply equally to both 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 (ai) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (bii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (ciii) 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, (div) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (ev) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time time, and (fvi) the words “asset” and “property” shall be construed to have as having 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. . Except as otherwise expressly provided herein, (2a) If there is any conflict reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented or inconsistency between these Provisions and otherwise modified from time to time, in each case, in accordance with the other express terms of this Agreement, and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, however, that if the other terms Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the date of this Agreement on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article VI or any related definition for such purpose), then the Borrower’s compliance with such covenant shall govern be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the extent necessary Borrower and the Required Lenders; provided, further, that obligations relating to resolve a lease that were accounted for by a Person as an operating lease as of the conflict Closing Date and any similar lease entered into after the Closing Date by such Person shall be accounted for as obligations relating to an operating lease and not as a Capital Lease Obligation. Notwithstanding any other provision contained herein, all terms of an accounting or inconsistencyfinancial nature used herein shall be construed, and all computations of amounts and ratios referred to in Article VI shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any of its Subsidiaries at “fair value”.

Terms Generally. (1) 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, (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplementedamended and restated, restated supplemented or otherwise modified (including pursuant to any permitted refinancing, extension, renewal, replacement, restructuring or increase (in each case, whether pursuant to one or more agreements or with different lenders or different agents), but subject to any restrictions on such amendments, supplements, restatements supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assignsassigns and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all of the functions thereof, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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. , (2f) If there is any conflict reference to any Requirement of Law shall, unless otherwise specified, refer to such Requirement of Law as amended, modified or inconsistency between these Provisions supplemented from time to time and shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Requirement of Law, (g) the other terms phrase “for the term of this Agreement” and any similar phrases shall mean the period beginning on the Closing Date and ending on the Latest Maturity Date, the other terms term “manifest error” shall be deemed to include any clearly demonstrable error whether or not obvious on the face of this Agreement the document containing such error and (h) all references to “knowledge” or “awareness” of any Loan Party or a Restricted Subsidiary thereof means the actual knowledge of a Responsible Officer of a Loan Party or such Restricted Subsidiary. Unless otherwise specified, all references herein to times of day shall govern be references to the extent necessary to resolve the conflict New York City time (daylight or inconsistencystandard, as applicable).

Terms Generally. (1) 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, (ai) any definition of or reference to any agreement, instrument instrument, other document, statute or other document regulation herein (including this Agreement) shall be construed as referring to such agreement, instrument instrument, other document, statute or other document regulation as from time to time amended, supplemented, restated supplemented or otherwise modified (subject modified, and, with respect to any restrictions on statute or regulation, all statutory and regulatory provisions consolidating, replacing or interpreting such amendments, supplements, restatements statute or modifications set forth herein)regulation, (bii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, but shall not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (ciii) 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, (div) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits Sections and Schedules Annexes shall be construed to refer to Articles Articles, Sections and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in Annexes of this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (ev) any reference to any law or regulation herein shall, unless otherwise specifiedexpressly qualified herein, 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, (vi) the term “or” is not exclusive and (vii) the term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.

Terms Generally. (1) 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 word “including” shall be deemed to be followed is by the phrase “without way of example and not limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise otherwise, (a) any definition of or reference to any agreement, instrument instrument, other document, statute or other document regulation herein (including this Agreement) shall be construed as referring to such agreement, instrument instrument, other document, statute or other document regulation as from time to time amended, supplementedrestated, restated extended, supplemented or otherwise modified (subject and, with respect to any restrictions on statute or regulation, all statutory and regulatory provisions consolidating, replacing or interpreting such amendments, supplements, restatements statute or modifications set forth herein)regulation, (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, but shall not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (c) 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, (d) unless otherwise expressly stated, all references in these Provisions herein to Articles, Sections, Exhibits Sections and Schedules Annexes shall be construed to refer to Articles Articles, Sections and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in Annexes of this Agreement shall be construed to refer to this Agreement apart from these ProvisionsAgreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, 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 rightsrights and (f) the term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form. (2) If there is any conflict or inconsistency between these Provisions and the other terms of this Agreement, the other terms of this Agreement shall govern to the extent necessary to resolve the conflict or inconsistency.