Common use of Interpretation, etc Clause in Contracts

Interpretation, etc. With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any reference herein (A) to any Person shall be construed to include such Person’s successors and assigns and (B) to any Guarantor, the Borrowers or any other Credit Party shall be construed to include such Guarantor, the Borrowers or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for such Guarantor, the Borrowers or any other Credit Party, as the case may be, in any insolvency or liquidation proceeding, (ii) the words “herein,” “hereto,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision thereof, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) the word “incur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist, (v) 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) any certification hereunder required to be given by a corporate officer shall be deemed to be made on behalf of the applicable Credit Party and not in the individual capacity of such officer and (vii) (x) Loans may be classified and referred to by Class (e.g., a “Term Loan”) or by Type (e.g., a “SOFR Loan”) or by Class and Type (e.g., a “SOFR Term Loan”) and (y) Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., an “SOFR Borrowing”) or by Class and Type (e.g., an “SOFR Term Borrowing”). (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

Interpretation, etc. With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms Any of the terms defined. Whenever defined herein may, unless the context may requireotherwise requires, be used in the singular or the plural, depending on the reference. References herein to any pronoun shall include the corresponding masculineSection, feminine and neuter forms. The words “include,” “includes” and “including” Appendix, Schedule or Exhibit 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 otherwisea Section, (i) any reference herein (A) to any Person shall be construed to include such Person’s successors and assigns and (B) to any Guarantoran Appendix, the Borrowers a Schedule or any other Credit Party shall be construed to include such Guarantor, the Borrowers or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for such Guarantor, the Borrowers or any other Credit Partyan Exhibit, as the case may be, in hereof unless otherwise specifically provided. The use herein of the word "include" or "including," when following any insolvency general statement, term or liquidation proceedingmatter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (ii) the words “herein,” “hereto,” “hereof” and “hereunder,” and such as "without limitation" or "but not limited to" or words of similar import when import) is used in any Credit Documentwith reference thereto, but rather shall be construed deemed to refer to all other items or matters that fall within the broadest possible scope of such Credit Document in its entirety general statement, term or matter. The words "asset" and not to any particular provision thereof, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) the word “incur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist, (v) the words “asset” and “"property” " shall be construed to have the same meaning and effect and to refer to any right or interest in or to assets and properties of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible. Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations or Guaranteed Obligations shall mean (a) the indefeasible payment or repayment in full in immediately available funds of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Loans, together with the indefeasible payment of any premium applicable to the repayment of the Loans, (ii) all costs, expenses, or indemnities payable pursuant to Section 11.2 or 11.3 of this Agreement that have accrued and are unpaid regardless of whether demand has been made therefor, (iii) all fees or charges that have accrued hereunder or under any other Loan Document and are unpaid, (b) the receipt by Collateral Agent of cash collateral in order to secure any other contingent Obligations for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances known to an Agent or a Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including attorneys' fees and legal expenses), such cash collateral to be in such amount as Required Lenders reasonably determine is appropriate to secure such contingent Obligations, and (c) the termination of all of the Commitments of the Lenders. Notwithstanding anything in the Agreement to the contrary, (A) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all tangible requests, rules, guidelines or directives thereunder or issued in connection therewith and intangible assets and properties(B) all requests, including Cashrules, securitiesguidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, accounts and contract rightsthe Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall, (vi) any certification hereunder required to be given by a corporate officer shall in each case, be deemed to be made on behalf enacted, adopted, issued, phased in or effective after the date of this Agreement regardless of the applicable Credit Party and date enacted, adopted, issued, phased in or effective. For purposes of determining compliance with any incurrence or expenditure tests set forth in Article VI, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on the Bloomberg L.P. currency page for such currency or, if the same does not provide such exchange rate, by reference to such other publicly available service for displaying exchange rates as may be reasonably selected by Required Lenders or, in the individual capacity event no such service is selected, on such other basis as is reasonably satisfactory to the Required Lenders) as in effect on the date of such officer incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (vii) (x) Loans as shown on the Bloomberg L.P. currency page for such currency or, if the same does not provide such exchange rate, by reference to such other publicly available service for displaying exchange rates as may be classified and referred reasonably selected by Required Lenders or, in the event no such service is selected, on such other basis as is reasonably satisfactory to by Class (e.g., a “Term Loan”the Required Lenders) as in effect on the date of any new incurrence or by Type (e.g., a “SOFR Loan”) or by Class and Type (e.g., a “SOFR Term Loan”) and (y) Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., an “SOFR Borrowing”) or by Class and Type (e.g., an “SOFR Term Borrowing”expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time). (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

Interpretation, etc. With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms Any of the terms defined. Whenever defined herein may, unless the context may requireotherwise requires, be used in the singular or the plural, depending on the reference. References herein to any pronoun shall include the corresponding masculineSection, feminine and neuter forms. The words “include,” “includes” and “including” Appendix, Schedule or Exhibit 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 otherwisea Section, (i) any reference herein (A) to any Person shall be construed to include such Person’s successors and assigns and (B) to any Guarantoran Appendix, the Borrowers a Schedule or any other Credit Party shall be construed to include such Guarantor, the Borrowers or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for such Guarantor, the Borrowers or any other Credit Partyan Exhibit, as the case may be, in any insolvency hereof unless otherwise specifically provided. The use herein of the word “include” or liquidation proceeding, (ii) the words “hereinincluding,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “hereto,without limitation” or “hereofbut not limited to” and “hereunder,” and or words of similar import when import) is used in any Credit Documentwith reference thereto, but rather shall be construed deemed to refer to all other items or matters that fall within the broadest possible scope of such Credit Document in its entirety and not to any particular provision thereofgeneral statement, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) the word “incur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of term or suffer to exist, (v) the matter. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any right or interest in or to assets and properties of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible. Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations or Guaranteed Obligations shall mean (a) the payment or repayment in full in immediately available funds of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Term Loans, together with the payment of any premium applicable to the repayment of the Term Loan, including the Specified Premium, (ii) all costs, expenses, or indemnities payable pursuant to Section 10.2 or 10.3 of this Agreement that have accrued and are unpaid (other than contingent reimbursement or indemnification obligations for which no claim has been asserted), (iii) all fees or charges that have accrued hereunder or under any other Loan Document and are unpaid, (b) the receipt by Agents of cash collateral in order to secure any other contingent Obligations for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances known to an Agent or a Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including reasonable attorneys’ fees and legal expenses), such cash collateral to be in such amount as Agents reasonably determine is appropriate to secure such contingent Obligations, (c) the payment or repayment in full in immediately available funds of all other outstanding Obligations, and (d) the termination of all of the Commitments of the Lenders. Notwithstanding anything in this Agreement to the contrary, (A) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all tangible requests, rules, guidelines or directives thereunder or issued in connection therewith and intangible assets and properties(B) all requests, including Cashrules, securitiesguidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, accounts and contract rightsthe Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall, in each case, be deemed to be enacted, adopted, issued, phased in or effective after the date of this Agreement regardless of the date enacted, adopted, issued, phased in or effective. All references to “in the ordinary course of business” of the Borrower or any Subsidiary thereof means (i) in the ordinary course of business of, or in furtherance of an objective that is in the ordinary course of business of, the Borrower or such Subsidiary, as applicable, (viii) generally consistent with the past or current practice of the Borrower or such Subsidiary, as applicable, or (iii) customary and usual in the industry or industries of the Borrower and its Subsidiaries in the United States. All references to “knowledge” of any certification hereunder required to be given by Loan Party or a corporate officer Subsidiary of Borrower means the actual knowledge of a responsible officer. Any Default or Event of Default cured or waived in writing shall be deemed to be made on behalf of the applicable Credit Party cured or waived, as applicable, and not in the individual capacity continuing, it being understood that no such cure or waiver shall extend to any subsequent or other Default or Event of such officer and (vii) (x) Loans may be classified and referred to by Class (e.g., a “Term Loan”) Default or by Type (e.g., a “SOFR Loan”) or by Class and Type (e.g., a “SOFR Term Loan”) and (y) Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., an “SOFR Borrowing”) or by Class and Type (e.g., an “SOFR Term Borrowing”)impair any right consequent thereon. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

Interpretation, etc. With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms Any of the terms defined. Whenever defined herein may, unless the context may requireotherwise requires, be used in the singular or the plural, depending on the reference. References herein to any pronoun shall include the corresponding masculineArticle, feminine and neuter forms. The words “include,” “includes” and “including” Section, Appendix, Schedule or Exhibit 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 otherwisean Article, (i) any reference herein (A) to any Person shall be construed to include such Person’s successors and assigns and (B) to any Guarantora Section, the Borrowers an Appendix, a Schedule or any other Credit Party shall be construed to include such Guarantor, the Borrowers or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for such Guarantor, the Borrowers or any other Credit Partyan Exhibit, as the case may be, in any insolvency hereof unless otherwise specifically provided. The use herein of the word “include” or liquidation proceeding, (ii) the words “hereinincluding,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “hereto,without limitation” or “hereofbut not limited to” and “hereunder,” and or words of similar import when import) is used in any Credit Documentwith reference thereto, but rather shall be construed deemed to refer to all other items or matters that fall within the broadest possible scope of such Credit Document in its entirety and not to any particular provision thereofgeneral statement, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) the word “incur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of term or suffer to exist, (v) the matter. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any right or interest in or to assets and properties of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible. Any reference herein or in any other Note Document to the satisfaction, repayment, or payment in full of the Obligations or Guaranteed Obligations shall mean (a) the payment or repayment in full in immediately available funds of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Notes, together with the payment of any premium applicable to the repayment of the Notes, (ii) all costs, expenses, or indemnities payable pursuant to Section 10.2 or Section 10.3 of this Agreement that have accrued and are unpaid regardless of whether demand has been made therefor and (iii) all fees, charges (including loan fees, service fees, professional fees, and expense reimbursement) and other Obligations that have accrued hereunder or under any other Note Document and are unpaid and (b) the receipt by the Investor of cash collateral in order to secure any other contingent Obligations for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances known to the Investor at such time that are reasonably expected to result in any loss, cost, damage, or expense (including attorneys’ fees and legal expenses), such cash collateral to be in such amount as the Investor reasonably determines is appropriate to secure such contingent Obligations. Notwithstanding anything in this Agreement to the contrary, (A) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all tangible requests, rules, guidelines or directives thereunder or issued in connection therewith and intangible assets and properties(B) all requests, including Cashrules, securitiesguidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, accounts and contract rightsthe Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall, (vi) any certification hereunder required to be given by a corporate officer shall in each case, be deemed to be made on behalf enacted, adopted, issued, phased in or effective after the date of this Agreement regardless of the applicable Credit Party and not date enacted, adopted, issued, phased in or effective. Unless the individual capacity context requires otherwise (a) any definition of or reference to any Note Document, agreement, instrument or other document herein shall be construed as referring to such officer and agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (vii) (x) Loans may be classified and referred subject to by Class (e.g.any restrictions on such amendments, a “Term Loan”) supplements or by Type (e.g., a “SOFR Loan”) or by Class and Type (e.g., a “SOFR Term Loan”modifications set forth in any Note Document) and (y) Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., an “SOFR Borrowing”) or by Class and Type (e.g., an “SOFR Term Borrowing”). (b) In the computation of periods of any reference to any law or regulation shall (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 from a specified date to a later specified datetime. This Section 1.3 shall apply, the word “from” means “from and including”; the words “to” and “until” each mean “mutatis mutandis, to but excluding”; and the word “through” means “to and includingall Note Documents.”

Interpretation, etc. With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms Any of the terms defined. Whenever defined herein may, unless the context may requireotherwise requires, be used in the singular or the plural, depending on the reference. References herein to any pronoun shall include the corresponding masculineSection, feminine and neuter forms. The words “include,” “includes” and “including” Appendix, Schedule or Exhibit 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 otherwisea Section, (i) any reference herein (A) to any Person shall be construed to include such Person’s successors and assigns and (B) to any Guarantoran Appendix, the Borrowers a Schedule or any other Credit Party shall be construed to include such Guarantor, the Borrowers or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for such Guarantor, the Borrowers or any other Credit Partyan Exhibit, as the case may be, in any insolvency hereof unless otherwise specifically provided. The use herein of the word “include” or liquidation proceeding, (ii) the words “hereinincluding,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “hereto,without limitation” or “hereofbut not limited to” and “hereunder,” and or words of similar import when import) is used in any Credit Documentwith reference thereto, but rather shall be construed deemed to refer to all other items or matters that fall within the broadest possible scope of such Credit Document in its entirety and not to any particular provision thereofgeneral statement, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) the word “incur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of term or suffer to exist, (v) the matter. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any right or interest in or to assets and properties of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible. Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations or Guaranteed Obligations shall mean the payment or repayment in full in immediately available funds of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Loans, together with the payment of any premium applicable to the repayment of the Loans, including any Prepayment Premium, (ii) all costs, expenses, or indemnities payable pursuant to Section 10.2 or Section 10.3 of this Agreement that have accrued and are unpaid regardless of whether demand has been made therefor and (iii) all fees, charges, expense reimbursement and other Obligations that have accrued hereunder or under any other Loan Document and are unpaid and are payable hereunder and (b) the receipt by Administrative Agent of cash collateral from any Loan Party in order to secure any other contingent Obligations for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances known to an Agent or a Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including attorneys’ fees and legal expenses), such cash collateral to be in such amount as Agents reasonably determine is appropriate to secure such contingent Obligations. Notwithstanding anything in the Agreement to the contrary, (A) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all tangible requests, rules, guidelines or directives thereunder or issued in connection therewith and intangible assets and properties(B) all requests, including Cashrules, securitiesguidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, accounts and contract rightsthe Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall, (vi) any certification hereunder required to be given by a corporate officer shall in each case, be deemed to be made on behalf enacted, adopted, issued, phased in or effective after the date of this Agreement regardless of the applicable Credit Party and not date enacted, adopted, issued, phased in or effective. Unless the individual capacity context requires otherwise (a) any definition of or reference to any Loan Document, agreement, instrument or other document herein shall be construed as referring to such officer and agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (vii) (x) Loans may be classified and referred subject to by Class (e.g.any restrictions on such amendments, a “Term Loan”) supplements or by Type (e.g., a “SOFR Loan”) or by Class and Type (e.g., a “SOFR Term Loan”modifications set forth in any Loan Document) and (y) Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., an “SOFR Borrowing”) or by Class and Type (e.g., an “SOFR Term Borrowing”). (b) In the computation of periods of any reference to any law or regulation shall (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 from a specified date to a later specified datetime. This Section 1.3 shall apply, the word “from” means “from and including”; the words “to” and “until” each mean “mutatis mutandis, to but excluding”; and the word “through” means “to and includingall Loan Documents.”

Interpretation, etc. With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms Any of the terms defineddefined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine feminine, and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any reference References herein (A) to any Person Section, Appendix, Schedule or Exhibit shall be construed to include such Person’s successors and assigns and (B) to any Guarantora Section, the Borrowers an Appendix, a Schedule or any other Credit Party shall be construed to include such Guarantor, the Borrowers or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for such Guarantor, the Borrowers or any other Credit Partyan Exhibit, as the case may be, in any insolvency hereof unless otherwise specifically provided. The use herein of the word “include” or liquidation proceeding, (ii) the words “hereinincluding,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “hereto,without limitation” or “hereofbut not limited to” and “hereunder,” and or words of similar import when import) is used in any Credit Documentwith reference thereto, but rather shall be construed deemed to refer to all other items or matters that fall within the broadest possible scope of such Credit Document in its entirety and not to any particular provision thereofgeneral statement, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) the word “incur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of term or suffer to exist, (v) the matter. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any right or interest in or to assets and properties of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible. Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations or Guaranteed Obligations shall mean (a) the payment or repayment in full in immediately available funds of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Loans, together with the payment of any premium applicable to the repayment of the Loans, including any Applicable Premium,(ii) all costs, expenses, or indemnities payable pursuant to Section 10.2 or Section 10.3 of this Agreement that have accrued and are unpaid other than contingent liabilities for which no claim has been made in writing, and (iii) all fees, charges (including loan fees, service fees, professional fees, and expense reimbursement) and other Obligations that have accrued hereunder or under any other Loan Document and are unpaid (other than contingent liabilities for which no claim has been made in writing), and (b) the termination of all of the Term Loan Commitments. Notwithstanding anything in this Agreement to the contrary, (A) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all tangible requests, rules, guidelines or directives thereunder or issued in connection therewith and intangible assets and properties(B) all requests, including Cashrules, securitiesguidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, accounts and contract rightsthe Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall, (vi) any certification hereunder required to be given by a corporate officer shall in each case, be deemed to be made on behalf enacted, adopted, issued, phased in or effective after the date of this Agreement regardless of the applicable Credit Party and not date enacted, adopted, issued, phased in or effective. Unless the individual capacity context requires otherwise (a) any definition of or reference to any Loan Document, agreement, instrument or other document herein shall be construed as referring to such officer and agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (vii) (x) Loans may be classified and referred subject to by Class (e.g.any restrictions on such amendments, a “Term Loan”) supplements or by Type (e.g.modifications set forth in any Loan Document), a “SOFR Loan”) or by Class and Type (e.g., a “SOFR Term Loan”) and (y) Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., an “SOFR Borrowing”) or by Class and Type (e.g., an “SOFR Term Borrowing”). (b) In any reference to any law or regulation shall (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 (c) any reference herein to any Person shall be construed to included such Person’s successors and permitted assigns. This Section 1.3 shall apply, mutatis mutandis, to all Loan Documents. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to 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 includingcompany if publicly disclosed.”

Interpretation, etc. With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms Any of the terms defined. Whenever defined herein may, unless the context may requireotherwise requires, be used in the singular or the plural, depending on the reference. References herein to any pronoun shall include the corresponding masculineSection, feminine and neuter forms. The words “include,” “includes” and “including” Appendix, Schedule or Exhibit 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 otherwisea Section, (i) any reference herein (A) to any Person shall be construed to include such Person’s successors and assigns and (B) to any Guarantoran Appendix, the Borrowers a Schedule or any other Credit Party shall be construed to include such Guarantor, the Borrowers or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for such Guarantor, the Borrowers or any other Credit Partyan Exhibit, as the case may be, in any insolvency hereof unless otherwise specifically provided. The use herein of the word “include” or liquidation proceeding, (ii) the words “hereinincluding,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “hereto,without limitation” or “hereofbut not limited to” and “hereunder,” and or words of similar import when import) is used in any Credit Documentwith reference thereto, but rather shall be construed deemed to refer to all other items or matters that fall within the broadest possible scope of such Credit Document in its entirety and not to any particular provision thereofgeneral statement, term or matter. Unless otherwise expressly provided herein, (iiia) all references in a Credit Document to Sectionsdocuments, Exhibits, Preliminary Statements, Recitals instruments and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, other agreements (including the Credit Document in which such references appear, (iv) the word “incur” (and its correlativesDocuments) shall be construed deemed to mean incurinclude all subsequent amendments, createrestatements, issueamendments and restatements, assumesupplements and other modifications thereto, become liable in respect but only to the extent that such amendments, restatements, amendments and restatements, supplements and other modifications are not prohibited by any Credit Document and (b) references to 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 New York City time (daylight or suffer to existstandard, as applicable). To the extent that the Pledged Fortegra Capital Stock is not distinguishable from Unpledged Fortegra Capital Stock (including because such Fortegra Stock is not certificated or numbered on the books of Fortegra), unless otherwise determined by a court of competent jurisdiction, (v) 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, (vii) any certification hereunder required to be given disposition or other transfer of Fortegra Capital Stock by a corporate officer the Borrower shall be deemed to be made a disposition or other transfer of Unpledged Fortegra Capital Stock until all Unpledged Fortegra Capital Stock has been disposed or otherwise transferred, and thereafter a disposition or other transfer of Pledged Fortegra Capital Stock, unless the Borrower notifies the Collateral Agent otherwise, (ii) any lien on behalf Fortegra Capital Stock, other than the lien of the applicable Credit Party Collateral Agent, shall be deemed to be a lien on Unpledged Fortegra Capital Stock (so long as the actual number of shares subject to such lien does not exceed the number of shares which are Unpledged Fortegra Capital Stock), unless the Borrower notifies the Collateral Agent otherwise, and not (iii) in the individual capacity case of any enforcement action by the Collateral Agent, any Fortegra Capital Stock against which the Collateral Agent takes enforcement action shall be deemed to be Pledged Fortegra Capital Stock (so long as the actual aggregate number of shares subject to such officer enforcement action does not exceed the aggregate number of shares of Pledged Fortegra Capital Stock). Parent and (vii) (x) Loans may be classified and referred to by Class (e.g.each Loan Party hereby agree to, a “Term Loan”) or by Type (e.g., a “SOFR Loan”) or by Class and Type (e.g., a “SOFR Term Loan”) and (y) Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., an “SOFR Borrowing”) or by Class and Type (e.g., an “SOFR Term Borrowing”). (b) In at the computation written request of periods of time from a specified date to a later specified datethe Administrative Agent, the word “from” means “from Collateral Agent or any Lender, to assist in good faith the Administrative Agent, the Collateral Agent and including”; the words “to” any Lender in distinguishing, or otherwise determining, what is Pledged Fortegra Stock and “until” each mean “to but excluding”; and the word “through” means “to and includingwhat is Unpledged Fortegra Stock.”

Interpretation, etc. With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any reference herein (A) to any Person shall be construed to include such Person’s successors and assigns and (B) to any Guarantor, the Borrowers or any other Credit Party shall be construed to include such Guarantor, the Borrowers or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for such Guarantor, the Borrowers or any other Credit Party, as the case may be, in any insolvency or liquidation proceeding, (ii) the words “herein,” “hereto,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision thereof, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) the word “incur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist, (v) 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) any certification hereunder required to be given by a corporate officer shall be deemed to be made on behalf of the applicable Credit Party and not in the individual capacity of such officer and (vii) (x) Loans may be classified and referred to by Class (e.g., a “Term Loan”) or by Type (e.g., a “SOFR Loan”) or by Class and Type (e.g., a “SOFR Term Loan”) and (y) Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., an “SOFR Borrowing”) or by Class and Type (e.g., an “SOFR Term Borrowing”). (b) i. 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.”

Interpretation, etc. With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms Any of the terms defineddefined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine 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 word “or” is used in the context requires otherwise, inclusive sense (i) any reference and/or). References herein (A) to any Person Section, Appendix, Schedule or Exhibit shall be construed to include such Person’s successors and assigns and (B) to any Guarantora Section, the Borrowers an Appendix, a Schedule or any other Credit Party shall be construed to include such Guarantor, the Borrowers or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for such Guarantor, the Borrowers or any other Credit Partyan Exhibit, as the case may be, in any insolvency hereof unless otherwise specifically provided. The use herein of the word “include” or liquidation proceeding, (ii) the words “hereinincluding,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “hereto,without limitation” or “hereofbut not limited to” and “hereunder,” and or words of similar import when import) is used in any Credit Documentwith reference thereto, but rather shall be construed deemed to refer to all other items or matters that fall within the broadest possible scope of such Credit Document in its entirety and not to any particular provision thereofgeneral statement, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) the word “incur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of term or suffer to exist, (v) the matter. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any right or interest in or to assets and properties of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible. Whenever this Agreement refers to a number of days, unless otherwise specified, such number refers to calendar days. Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations or Guaranteed Obligations shall mean (a) the payment or repayment in full in immediately available funds of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Loans, together with the payment of any premium applicable to the repayment of the Loans, including any Applicable Premium and any Prepayment Premium, (ii) all costs, expenses, or indemnities payable pursuant to Section 10.2 or Section 10.3 of this Agreement that have accrued and are unpaid regardless of whether demand has been made therefor, and (iii) all fees, charges (including loan fees, service fees, professional fees, and expense reimbursement) and other Obligations that have accrued hereunder or under any other Loan Document and are unpaid, and (iv) the termination of all of the Term Loan Commitments. Notwithstanding anything in this Agreement to the contrary, (A) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all tangible requests, rules, guidelines or directives thereunder or issued in connection therewith and intangible assets and properties(B) all requests, including Cashrules, securitiesguidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, accounts and contract rightsthe Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall, (vi) any certification hereunder required to be given by a corporate officer shall in each case, be deemed to be made on behalf enacted, adopted, issued, phased in or effective after the date of this Agreement regardless of the applicable Credit Party and not date enacted, adopted, issued, phased in or effective. Unless the individual capacity context requires otherwise (a) any definition of or reference to any Loan Document, agreement, instrument or other document herein shall be construed as referring to such officer and agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (vii) (x) Loans may be classified and referred subject to by Class (e.g.any restrictions on such amendments, a “Term Loan”) supplements or by Type (e.g.modifications set forth in any Loan Document), a “SOFR Loan”) or by Class and Type (e.g., a “SOFR Term Loan”) and (y) Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., an “SOFR Borrowing”) or by Class and Type (e.g., an “SOFR Term Borrowing”). (b) In the computation of periods of any reference to any law or regulation shall (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 from a specified date to a later specified datetime, the word “from” means “from and including”; the words “to” (c) any reference herein to any Person shall be construed to included such Person’s successors and “until” each mean “permitted assigns. This Section 1.3 shall apply, mutatis mutandis, to but excluding”; and the word “through” means “to and includingall Loan Documents.”

Interpretation, etc. With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms Any of the terms defined. Whenever defined herein may, unless the context may requireotherwise requires, be used in the singular or the plural, depending on the reference. References herein to any pronoun shall include the corresponding masculineSection, feminine and neuter forms. The words “include,” “includes” and “including” Appendix, Schedule or Exhibit 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 otherwisea Section, (i) any reference herein (A) to any Person shall be construed to include such Person’s successors and assigns and (B) to any Guarantoran Appendix, the Borrowers a Schedule or any other Credit Party shall be construed to include such Guarantor, the Borrowers or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for such Guarantor, the Borrowers or any other Credit Partyan Exhibit, as the case may be, in hereof unless otherwise specifically provided. The use herein of the word "include" or "including," when following any insolvency general statement, term or liquidation proceedingmatter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (ii) the words “herein,” “hereto,” “hereof” and “hereunder,” and such as "without limitation" or "but not limited to" or words of similar import when import) is used in any Credit Documentwith reference thereto, but rather shall be construed deemed to refer to all other items or matters that fall within the broadest possible scope of such Credit Document in its entirety general statement, term or matter. The words "asset" and not to any particular provision thereof, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) the word “incur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist, (v) the words “asset” and “"property” " shall be construed to have the same meaning and effect and to refer to any right or interest in or to assets and properties of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible. Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations or Guaranteed Obligations shall mean (a) the payment or repayment in full in immediately available funds of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Term Loans, together with the payment of any premium applicable to the repayment of the Term Loans, including the Prepayment Premium, (ii) all costs, expenses, or indemnities payable pursuant to Sections 10.2 or 10.3 of this Agreement that have accrued and are unpaid regardless of whether demand has been made therefor, (iii) all fees or charges that have accrued hereunder or under any other Loan Document and are unpaid, (b) the receipt by Agents of cash collateral in order to secure any other contingent Obligations for which a claim or demand for payment has been made on or prior to such time or in respect of matters, such cash collateral to be in such amount as Agents reasonably determine is appropriate to secure such contingent Obligations, (c) the payment or repayment in full in immediately available funds of all other outstanding Obligations, and (d) the termination of all of the Commitments of the Lenders. Notwithstanding anything in this Agreement to the contrary, (A) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all tangible requests, rules, guidelines or directives thereunder or issued in connection therewith and intangible assets and properties(B) all requests, including Cashrules, securitiesguidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, accounts and contract rightsthe Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall, (vi) any certification hereunder required to be given by a corporate officer shall in each case, be deemed to be made on behalf enacted, adopted, issued, phased in or effective after the date of this Agreement regardless of the applicable Credit Party and not date enacted, adopted, issued, phased in the individual capacity of such officer and (vii) (x) Loans may be classified and referred to by Class (e.g., a “Term Loan”) or by Type (e.g., a “SOFR Loan”) or by Class and Type (e.g., a “SOFR Term Loan”) and (y) Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., an “SOFR Borrowing”) or by Class and Type (e.g., an “SOFR Term Borrowing”)effective. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

Interpretation, etc. With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms Any of the terms defineddefined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any reference References herein (A) to any Person Section, Appendix, Schedule or Exhibit shall be construed to include such Person’s successors and assigns and (B) to any Guarantora Section, the Borrowers an Appendix, a Schedule or any other Credit Party shall be construed to include such Guarantor, the Borrowers or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for such Guarantor, the Borrowers or any other Credit Partyan Exhibit, as the case may be, in any insolvency hereof unless otherwise specifically provided. The use herein of the word “include” or liquidation proceeding, (ii) the words “hereinincluding,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “hereto,without limitation” or “hereofbut not limited to” and “hereunder,” and or words of similar import when import) is used in any Credit Documentwith reference thereto, but rather shall be construed deemed to refer to all other items or matters that fall within the broadest possible scope of such Credit Document in its entirety and not to any particular provision thereofgeneral statement, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) the word “incur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of term or suffer to exist, (v) the matter. 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 right or interest in or to assets and propertiesproperties of any kind whatsoever, including Cashwhether real, securitiespersonal or mixed and whether tangible or intangible. Any reference herein or in any other Loan Document to the satisfaction, accounts repayment, or payment in full of the Obligations shall mean (a) the payment or repayment in full in immediately available funds of (i) the principal amount of, and contract rightsinterest accrued and unpaid with respect to, all outstanding Loans, together with the payment of any premium applicable to the repayment of the Loans, (viii) all costs, expenses, or indemnities payable pursuant to Section 10.2 or Section 10.3 of this Agreement that have accrued and are unpaid regardless of whether demand has been made therefor, (iii) all fees or charges that have accrued hereunder or under any certification hereunder other Loan Document and are unpaid, (b) in the case of Obligations with respect to Bank Products (other than Hedge Obligations), providing Bank Product Collateralization, (c) [reserved], (d) the payment or repayment in full in immediately available funds of all other outstanding Obligations (excluding unasserted contingent indemnification and unasserted expense reimbursement Obligations, but including the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of the other Obligations) under Hedge Agreements provided by Bank Product Providers) other than any Bank Product Obligations (other than Hedge Obligations) that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding without being required to be given repaid or cash collateralized, and (e) the termination of all of the Commitments of the Lenders. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (ii) references to any law, statute or regulation shall include all statutory and regulatory provisions consolidating, amending, restating, amending and restating, replacing, supplementing or interpreting such law, statute or regulation, (iii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns and (iv) unless otherwise specifically indicated, any reference to “consolidated” with respect to any Person refers to such Person consolidated with its Subsidiaries. Notwithstanding anything in this Agreement to the contrary, (A) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (B) all requests, rules, guidelines or directives concerning capital adequacy promulgated by a corporate officer shall the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall, in each case, be deemed to be made on behalf enacted, adopted, issued, phased in or effective after the date of this Agreement regardless of the applicable Credit date enacted, adopted, issued, phased in or effective. All references to (a) “knowledge” of any Loan Party and not in or a Subsidiary (as applicable) means the individual capacity actual knowledge of an Authorized Officer of such officer and Loan Party or Subsidiary (vii) (x) Loans may be classified and referred to by Class (e.g., a “Term Loan”) or by Type (e.g., a “SOFR Loan”) or by Class and Type (e.g., a “SOFR Term Loan”as applicable) and (y) Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., an “SOFR Borrowing”) or by Class and Type (e.g., an “SOFR Term Borrowing”). (b) In “in the computation ordinary course of periods business” of time from a specified date to a later specified datethe Borrower or any Subsidiary thereof means (i) in the ordinary course of business of, or in furtherance of an objective that is in the ordinary course of business of the Borrower or such Subsidiary, as applicable, (ii) customary and usual in the industry or industries of the Borrower s and their Subsidiaries, or (iii) generally consistent with the past or current practice of the Borrower or such Subsidiary, as applicable, or any similarly situated businesses in Australia, the word “from” means “from and including”; United States or any other jurisdiction in which the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and includingBorrower s or any Subsidiary does business, as applicable.”

Interpretation, etc. With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any reference herein (A) to any Person shall be construed to include such Person’s successors and assigns and (B) to any Guarantor, the Borrowers or any other Credit Party shall be construed to include such Guarantor, the Borrowers or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for such Guarantor, the Borrowers or any other Credit Party, as the case may be, in any insolvency or liquidation proceeding, (ii) the words “herein,” “hereto,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision thereof, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) the word “incur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist, (v) 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) any certification hereunder required to be given by a corporate officer shall be deemed to be made on behalf of the applicable Credit Party and not in the individual capacity of such officer and (vii) (x) Loans may be classified and referred to by Class (e.g., a “Term Loan”) or by Type (e.g., a ▇▇▇ “SOFR LIBOR RateSOFR Loan”) or by Class and Type (e.g., a ▇▇▇ “SOFR LIBOR RateSOFR Term Loan”) and (y) Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., an “SOFR LIBOR RateSOFR Borrowing”) or by Class and Type (e.g., an “SOFR LIBOR RateSOFR Term Borrowing”). (b) i. 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.”

Interpretation, etc. With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms Any of the terms defined. Whenever defined herein may, unless the context may requireotherwise requires, be used in the singular or the plural, depending on the reference. References herein to any pronoun shall include the corresponding masculineArticle, feminine and neuter forms. The words “include,” “includes” and “including” Section, Appendix, Schedule or Exhibit 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 otherwisean Article, (i) any reference herein (A) to any Person shall be construed to include such Person’s successors and assigns and (B) to any Guarantora Section, the Borrowers an Appendix, a Schedule or any other Credit Party shall be construed to include such Guarantor, the Borrowers or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for such Guarantor, the Borrowers or any other Credit Partyan Exhibit, as the case may be, in any insolvency hereof unless otherwise specifically provided. The use herein of the word “include” or liquidation proceeding, (ii) the words “hereinincluding,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “hereto,without limitation” or “hereofbut not limited to” and “hereunder,” and or words of similar import when import) is used in any Credit Documentwith reference thereto, but rather shall be construed deemed to refer to all other items or matters that fall within the broadest possible scope of such Credit Document in its entirety and not to any particular provision thereofgeneral statement, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) the word “incur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of term or suffer to exist, (v) the matter. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any right or interest in or to assets and properties of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible. Any reference herein or in any other Note Document to the satisfaction, repayment, or payment in full of the Obligations or Guaranteed Obligations shall mean (a) the payment or repayment in full in immediately available funds of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Notes, together with the payment of any premium applicable to the repayment of the Notes, including (if and to the extent applicable) Make-Whole Premium, (ii) all costs, expenses, or indemnities payable pursuant to Section 10.2 or Section 10.3 of this Agreement that have accrued and are unpaid regardless of whether demand has been made therefor and (iii) all fees, charges (including loan fees, service fees, professional fees, and expense reimbursement) and other Obligations that have accrued hereunder or under any other Note Document and are unpaid and (b) the receipt by the Required Investors of cash collateral in order to secure any other contingent Obligations for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances known to the Investors at such time that are reasonably expected to result in any loss, cost, damage, or expense (including attorneys’ fees and legal expenses), such cash collateral to be in such amount as the Required Investors reasonably determines is appropriate to secure such contingent Obligations. Notwithstanding anything in this Agreement to the contrary, (A) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all tangible requests, rules, guidelines or directives thereunder or issued in connection therewith and intangible assets and properties(B) all requests, including Cashrules, securitiesguidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, accounts and contract rightsthe Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall, (vi) any certification hereunder required to be given by a corporate officer shall in each case, be deemed to be made on behalf enacted, adopted, issued, phased in or effective after the date of this Agreement regardless of the applicable Credit Party and not date enacted, adopted, issued, phased in or effective. Unless the individual capacity context requires otherwise (a) any definition of or reference to any Note Document, agreement, instrument or other document herein shall be construed as referring to such officer and agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (vii) (x) Loans may be classified and referred subject to by Class (e.g.any restrictions on such amendments, a “Term Loan”) supplements or by Type (e.g., a “SOFR Loan”) or by Class and Type (e.g., a “SOFR Term Loan”modifications set forth in any Note Document) and (y) Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., an “SOFR Borrowing”) or by Class and Type (e.g., an “SOFR Term Borrowing”). (b) In the computation of periods of any reference to any law or regulation shall (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 from a specified date to a later specified datetime. This Section 1.3 shall apply, the word “from” means “from and including”; the words “to” and “until” each mean “mutatis mutandis, to but excluding”; and the word “through” means “to and includingall Note Documents.”

Interpretation, etc. With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms Any of the terms defined. Whenever defined herein may, unless the context may requireotherwise requires, be used in the singular or the plural, depending on the reference. References herein to any pronoun shall include the corresponding masculineSection, feminine and neuter forms. The words “include,” “includes” and “including” Appendix, Schedule or Exhibit 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 otherwisea Section, (i) any reference herein (A) to any Person shall be construed to include such Person’s successors and assigns and (B) to any Guarantoran Appendix, the Borrowers a Schedule or any other Credit Party shall be construed to include such Guarantor, the Borrowers or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for such Guarantor, the Borrowers or any other Credit Partyan Exhibit, as the case may be, in hereof unless otherwise specifically provided. The use herein of the word "include" or "including," when following any insolvency general statement, term or liquidation proceedingmatter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (ii) the words “herein,” “hereto,” “hereof” and “hereunder,” and such as "without limitation" or "but not limited to" or words of similar import when import) is used in any Credit Documentwith reference thereto, but rather shall be construed deemed to refer to all other items or matters that fall within the broadest possible scope of such Credit Document in its entirety general statement, term or matter. The words "asset" and not to any particular provision thereof, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) the word “incur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist, (v) the words “asset” and “"property” " shall be construed to have the same meaning and effect and to refer to any right or interest in or to assets and properties of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible. Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations or Guaranteed Obligations shall mean (a) the payment or repayment in full in immediately available funds of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Loans, together with the payment of any premium applicable to the repayment of the Loans, including any Prepayment PremiumMake Whole, (ii) all costs, expenses, or indemnities payable pursuant to Section 10.2 or Section 10.3 of this Agreement that have accrued and are unpaid regardless of whether demand has been made therefor and (iii) all fees, charges, expense reimbursement and other Obligations that have accrued hereunder or under any other Loan Document and are unpaid and are payable hereunder and (b) the receipt by Administrative Agent of cash collateral from any Loan Party in order to secure any other contingent Obligations for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances known to an Agent or a Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including attorneys' fees and legal expenses), such cash collateral to be in such amount as Agents reasonably determine is appropriate to secure such contingent Obligations. Notwithstanding anything in the Agreement to the contrary, (A) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all tangible requests, rules, guidelines or directives thereunder or issued in connection therewith and intangible assets and properties(B) all requests, including Cashrules, securitiesguidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, accounts and contract rightsthe Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall, (vi) any certification hereunder required to be given by a corporate officer shall in each case, be deemed to be made on behalf enacted, adopted, issued, phased in or effective after the date of this Agreement regardless of the applicable Credit Party and not date enacted, adopted, issued, phased in or effective. Unless the individual capacity context requires otherwise (a) any definition of or reference to any Loan Document, agreement, instrument or other document herein shall be construed as referring to such officer and agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (vii) (x) Loans may be classified and referred subject to by Class (e.g.any restrictions on such amendments, a “Term Loan”) supplements or by Type (e.g., a “SOFR Loan”) or by Class and Type (e.g., a “SOFR Term Loan”modifications set forth in any Loan Document) and (y) Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., an “SOFR Borrowing”) or by Class and Type (e.g., an “SOFR Term Borrowing”). (b) In the computation of periods of any reference to any law or regulation shall (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 from a specified date to a later specified datetime. This Section 1.3 shall apply, the word “from” means “from and including”; the words “to” and “until” each mean “mutatis mutandis, to but excluding”; and the word “through” means “to and includingall Loan Documents.”

Interpretation, etc. With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms Any of the terms defined. Whenever defined herein may, unless the context may requireotherwise requires, be used in the singular or the plural, depending on the reference. References herein to any pronoun shall include the corresponding masculineSection, feminine and neuter forms. The words “include,” “includes” and “including” Appendix, Schedule or Exhibit 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 otherwisea Section, (i) any reference herein (A) to any Person shall be construed to include such Person’s successors and assigns and (B) to any Guarantoran Appendix, the Borrowers a Schedule or any other Credit Party shall be construed to include such Guarantor, the Borrowers or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for such Guarantor, the Borrowers or any other Credit Partyan Exhibit, as the case may be, in hereof unless otherwise specifically provided. The use herein of the word "include" or "including," when following any insolvency general statement, term or liquidation proceedingmatter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (ii) the words “herein,” “hereto,” “hereof” and “hereunder,” and such as "without limitation" or "but not limited to" or words of similar import when import) is used in any Credit Documentwith reference thereto, but rather shall be construed deemed to refer to all other items or matters that fall within the broadest possible scope of such Credit Document in its entirety general statement, term or matter. The words "asset" and not to any particular provision thereof, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) the word “incur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist, (v) the words “asset” and “"property” " shall be construed to have the same meaning and effect and to refer to any right or interest in or to assets and properties of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible. Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations or Guaranteed Obligations shall mean (a) the payment or repayment in full in immediately available funds of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Loans, together with the payment of any premium applicable to the repayment of the Loans, (ii) all costs, expenses, or indemnities payable pursuant to Section 10.2 or 10.3 of this Agreement that have accrued and are unpaid regardless of whether demand has been made therefor, (iii) all fees or charges that have accrued hereunder or under any other Loan Document and are unpaid, (b) the receipt by Collateral Agent of cash collateral in order to secure any other contingent Obligations for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances known to an Agent or a Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including attorneys' fees and legal expenses), such cash collateral to be in such amount as Required Lenders reasonably determine is appropriate to secure such contingent Obligations, and (c) the termination of all of the Commitments of the Lenders. Notwithstanding anything in the Agreement to the contrary, (A) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all tangible requests, rules, guidelines or directives thereunder or issued in connection therewith and intangible assets and properties(B) all requests, including Cashrules, securitiesguidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, accounts and contract rightsthe Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall, (vi) any certification hereunder required to be given by a corporate officer shall in each case, be deemed to be made on behalf enacted, adopted, issued, phased in or effective after the date of this Agreement regardless of the applicable Credit Party and date enacted, adopted, issued, phased in or effective. For purposes of determining compliance with any incurrence or expenditure tests set forth in Article VI, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on the Bloomberg L.P. currency page for such currency or, if the same does not provide such exchange rate, by reference to such other publicly available service for displaying exchange rates as may be reasonably selected by Required Lenders or, in the individual capacity event no such service is selected, on such other basis as is reasonably satisfactory to Required Lenders) as in effect on the date of such officer incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (vii) (x) Loans as shown on the Bloomberg L.P. currency page for such currency or, if the same does not provide such exchange rate, by reference to such other publicly available service for displaying exchange rates as may be classified and referred reasonably selected by Required Lenders or, in the event no such service is selected, on such other basis as is reasonably satisfactory to by Class (e.g., a “Term Loan”Required Lenders) as in effect on the date of any new incurrence or by Type (e.g., a “SOFR Loan”) or by Class and Type (e.g., a “SOFR Term Loan”) and (y) Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., an “SOFR Borrowing”) or by Class and Type (e.g., an “SOFR Term Borrowing”expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time). (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

Interpretation, etc. With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any reference herein (A) to any Person shall be construed to include such Person’s successors and assigns and (B) to any Guarantor, the Borrowers or any other Credit Party shall be construed to include such Guarantor, the Borrowers or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for such Guarantor, the Borrowers or any other Credit Party, as the case may be, in any insolvency or liquidation proceeding, (ii) the words “herein,” “hereto,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision thereof, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) the word “incur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist, (v) 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) any certification hereunder required to be given by a corporate officer shall be deemed to be made on behalf of the applicable Credit Party and not in the individual capacity of such officer and (vii) (x) Loans may be classified and referred to by Class (e.g., a “Term Loan”) or by Type (e.g., a an “SOFR LIBOR Rate Loan”) or by Class and Type (e.g., a an “SOFR LIBOR Rate Term Loan”) and (y) Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., an “SOFR LIBOR Rate Borrowing”) or by Class and Type (e.g., an “SOFR LIBOR Rate Term Borrowing”). (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

Interpretation, etc. With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms Any of the terms defined. Whenever defined herein may, unless the context may requireotherwise requires, be used in the singular or the plural, depending on the reference. References herein to any pronoun shall include the corresponding masculineSection, feminine and neuter forms. The words “include,” “includes” and “including” Schedule or Exhibit 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 otherwisea Section, (i) any reference herein (A) to any Person shall be construed to include such Person’s successors and assigns and (B) to any Guarantor, the Borrowers a Schedule or any other Credit Party shall be construed to include such Guarantor, the Borrowers or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for such Guarantor, the Borrowers or any other Credit Partyan Exhibit, as the case may be, in any insolvency hereof unless otherwise specifically provided. The use herein of the word “include” or liquidation proceeding, (ii) the words “hereinincluding,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “hereto,without limitation” or “hereofbut not limited to” and “hereunder,” and or words of similar import when import) is used in any Credit Documentwith reference thereto, but rather shall be construed deemed to refer to all other items or matters that fall within the broadest possible scope of such Credit Document in its entirety and not to any particular provision thereofgeneral statement, (iii) all references in a Credit Document to Sectionsterm or matter. Except as otherwise specified, Exhibitswhen used herein, Preliminary Statements, Recitals and Schedules “or” shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, have the Credit Document in which such references appear, (iv) the word non-exclusive meaning of “incur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist, (v) the and/or”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any right or interest in or to assets and properties of any kind whatsoever, whether real, personal, intellectual or mixed and whether tangible or intangible. Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations or Guaranteed Obligations shall mean (a) the payment or repayment in full in immediately available funds of (i) all amounts payable by Company pursuant to Section 2.7, Section 2.8, Section 2.9, or Section 8.2 as applicable, (ii) all costs, expenses or indemnities payable pursuant to Section 10.2 or Section 10.3 of this Agreement that have accrued and are unpaid regardless of whether demand has been made therefor, and (iii) all fees, charges (including loan fees, service fees, professional fees, and expense reimbursement) and other Obligations that have accrued hereunder or under any other Loan Document and are unpaid and (b) the receipt by Administrative Agent of cash collateral in order to secure any other contingent Obligations for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances known to Administrative Agent or any Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including attorneys’ fees and legal expenses), such cash collateral to be in such amount as Administrative Agent reasonably determine is appropriate to secure such contingent Obligations. Notwithstanding anything in the Agreement to the contrary, (A) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all tangible requests, rules, guidelines or directives thereunder or issued in connection therewith and intangible assets and properties(B) all requests, including Cashrules, securitiesguidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, accounts and contract rightsthe Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall, (vi) any certification hereunder required to be given by a corporate officer shall in each case, be deemed to be made on behalf enacted, adopted, issued, phased in or effective after the date of this Agreement regardless of the applicable Credit Party and not date enacted, adopted, issued, phased in or effective. Unless the individual capacity context requires otherwise (a) any definition of or reference to any Loan Document, agreement, instrument or other document herein shall be construed as referring to such officer and agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (vii) (x) Loans may be classified and referred subject to by Class (e.g.any restrictions on such amendments, a “Term Loan”) supplements or by Type (e.g., a “SOFR Loan”) or by Class and Type (e.g., a “SOFR Term Loan”modifications set forth in any Loan Document) and (y) Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., an “SOFR Borrowing”) or by Class and Type (e.g., an “SOFR Term Borrowing”). (b) In the computation of periods of any reference to any law or regulation shall (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 from a specified date to a later specified datetime. This Section 1.3 shall apply, the word “from” means “from and including”; the words “to” and “until” each mean “mutatis mutandis, to but excluding”; and the word “through” means “to and includingall Loan Documents.”

Interpretation, etc. With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any reference herein (A) to any Person shall be construed to include such Person’s successors and assigns and (B) to any Guarantor, the Borrowers or any other Credit Party shall be construed to include such Guarantor, the Borrowers or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for such Guarantor, the Borrowers or any other Credit Party, as the case may be, in any insolvency or liquidation proceeding, (ii) the words “herein,” “hereto,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision thereof, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) the word “incur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist, (v) the words “asset” and “property” shall be construed to have the NAI-1537241654v2 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) any certification hereunder required to be given by a corporate officer shall be deemed to be made on behalf of the applicable Credit Party and not in the individual capacity of such officer and (vii) (x) Loans may be classified and referred to by Class (e.g., a “Term Loan”) or by Type (e.g., a “SOFR Loan”) or by Class and Type (e.g., a “SOFR Term Loan”) and (y) Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., an “SOFR Borrowing”) or by Class and Type (e.g., an “SOFR Term Borrowing”). (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

Interpretation, etc. With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms Any of the terms defined. Whenever defined herein may, unless the context may requireotherwise requires, be used in the singular or the plural, depending on the reference. References herein to any pronoun shall include the corresponding masculineSection, feminine and neuter forms. The words “include,” “includes” and “including” Appendix, Schedule or Exhibit 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 otherwisea Section, (i) any reference herein (A) to any Person shall be construed to include such Person’s successors and assigns and (B) to any Guarantoran Appendix, the Borrowers a Schedule or any other Credit Party shall be construed to include such Guarantor, the Borrowers or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for such Guarantor, the Borrowers or any other Credit Partyan Exhibit, as the case may be, in any insolvency hereof unless otherwise specifically provided. The use herein of the word “include” or liquidation proceeding, (ii) the words “hereinincluding,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “hereto,without limitation” or “hereofbut not limited to” and “hereunder,” and or words of similar import when import) is used in any Credit Documentwith reference thereto, but rather shall be construed deemed to refer to all other items or matters that fall within the broadest possible scope of such Credit Document in its entirety and not to any particular provision thereofgeneral statement, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) the word “incur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of term or suffer to exist, (v) the matter. 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 right or interest in or to assets and propertiesproperties of any kind whatsoever, including Cashwhether real, securities, accounts personal or mixed and contract rights, (vi) whether tangible or intangible. The use herein of the word “issue” or “issuance” with respect to any certification hereunder required to be given by a corporate officer Letter of Credit shall be deemed to be made on behalf include any amendment, extension renewal or replacement thereof. Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations or Guaranteed Obligations shall mean (a) the payment or repayment in full in immediately available funds of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Loans, together with the payment of any premium applicable Credit Party to the repayment of the Loans, (ii) all costs, expenses, or indemnities payable pursuant to Section 10.2 or 10.3 of this Agreement that have accrued and not in the individual capacity are unpaid regardless of such officer whether demand has been made therefor, (iii) all fees or charges that have accrued hereunder or under any other Loan Document and (vii) (x) Loans may be classified and referred to by Class (e.g.are unpaid, a “Term Loan”) or by Type (e.g., a “SOFR Loan”) or by Class and Type (e.g., a “SOFR Term Loan”) and (y) Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., an “SOFR Borrowing”) or by Class and Type (e.g., an “SOFR Term Borrowing”). (b) In in the computation case of periods obligations with respect to Bank Products, providing Bank Product Collateralization, (c) the receipt by L/C Issuer of cash collateral in an amount equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit, (d) the receipt by Agent of cash collateral in order to secure any other contingent Obligations for which a claim or demand for payment has been made on or prior to such time from or in respect of matters or circumstances known to Agent, Service Agent or a specified date Lender at such time that are reasonably expected to a later specified dateresult in any loss, cost, damage, or expense (including attorneys’ fees and legal expenses), such cash collateral to be in such amount as Agent and Service Agent reasonably determine is appropriate to secure such contingent Obligations, (e) the payment or repayment in full in immediately available funds of all other outstanding Obligations other than any Bank Product Obligations 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 (f) the termination of all of the Commitments of the Lenders. Notwithstanding anything in the Agreement to the contrary, (A) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (B) all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the word “from” means “from and including”; Basel Committee on Banking Supervision (or any successor or similar authority) or the words “to” and “until” United States or foreign regulatory authorities shall, in each mean “case, be deemed to but excluding”; and be enacted, adopted, issued, phased in or effective after the word “through” means “to and includingdate of this Agreement regardless of the date enacted, adopted, issued, phased in or effective.”

Interpretation, etc. With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms Any of the terms defined. Whenever defined herein may, unless the context may requireotherwise requires, be used in the singular or the plural, depending on the reference. References herein to any pronoun shall include the corresponding masculineSection, feminine and neuter forms. The words “include,” “includes” and “including” Appendix, Schedule or Exhibit 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 otherwisea Section, (i) any reference herein (A) to any Person shall be construed to include such Person’s successors and assigns and (B) to any Guarantoran Appendix, the Borrowers a Schedule or any other Credit Party shall be construed to include such Guarantor, the Borrowers or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for such Guarantor, the Borrowers or any other Credit Partyan Exhibit, as the case may be, in any insolvency hereof unless otherwise specifically provided. The use herein of the word “include” or liquidation proceeding, (ii) the words “hereinincluding,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “hereto,without limitation” or “hereofbut not limited to” and “hereunder,” and or words of similar import when import) is used in any Credit Documentwith reference thereto, but rather shall be construed deemed to refer to all other items or matters that fall within the broadest possible scope of such Credit Document in its entirety and not to any particular provision thereofgeneral statement, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) the word “incur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of term or suffer to exist, (v) the matter. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any right or interest in or to assets and properties of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible. Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations or Guaranteed Obligations shall mean (a) the payment or repayment in full in immediately available funds of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Loans, together with the payment of any premium applicable to the repayment of the Loans, (ii) all costs, expenses, or indemnities payable pursuant to Sections 10.2 or 10.3 of this Agreement that have accrued and are unpaid regardless of whether demand has been made therefor, (iii) all fees or charges that have accrued hereunder or under any other Loan Document and are unpaid, (b) the receipt by Agents of cash collateral in order to secure any other contingent Obligations for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances known to an Agent or a Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including attorneys’ fees and legal expenses), such cash collateral to be in such amount as Agents reasonably determine is appropriate to secure such contingent Obligations, (c) the payment or repayment in full in immediately available funds of all other outstanding Obligations, and (d) the termination of all of the Commitments of the Lenders. Notwithstanding anything in this Agreement to the contrary, (A) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all tangible requests, rules, guidelines or directives thereunder or issued in connection therewith and intangible assets and properties(B) all requests, including Cashrules, securitiesguidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, accounts and contract rightsthe Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall, (vi) any certification hereunder required to be given by a corporate officer shall in each case, be deemed to be made on behalf enacted, adopted, issued, phased in or effective after the date of this Agreement regardless of the applicable Credit Party and not date enacted, adopted, issued, phased in the individual capacity of such officer and (vii) (x) Loans may be classified and referred to by Class (e.g., a “Term Loan”) or by Type (e.g., a “SOFR Loan”) or by Class and Type (e.g., a “SOFR Term Loan”) and (y) Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., an “SOFR Borrowing”) or by Class and Type (e.g., an “SOFR Term Borrowing”)effective. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

Interpretation, etc. With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms Any of the terms defineddefined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any reference ”. References herein (A) to any Person Section, Appendix, Schedule or Exhibit shall be construed to include such Person’s successors and assigns and (B) to any Guarantora Section, the Borrowers an Appendix, a Schedule or any other Credit Party shall be construed to include such Guarantor, the Borrowers or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for such Guarantor, the Borrowers or any other Credit Partyan Exhibit, as the case may be, in any insolvency hereof unless otherwise specifically provided. The use herein of the word “include” or liquidation proceeding, (ii) the words “hereinincluding,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “hereto,without limitation” or “hereofbut not limited to” and “hereunder,” and or words of similar import when import) is used in any Credit Documentwith reference thereto, but rather shall be construed deemed to refer to all other items or matters that fall within the broadest possible scope of such Credit Document in its entirety and not to any particular provision thereofgeneral statement, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) the word “incur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of term or suffer to exist, (v) the matter. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any right or interest in or to assets and properties of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible. Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations or Guaranteed Obligations shall mean (a) the payment or repayment in full in immediately available funds of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Loans, together with the payment of any premium applicable to the repayment of the Loans, (ii) all costs, expenses, or indemnities payable pursuant to Section 9.2 or Section 9.3 of this Agreement that have accrued and are unpaid regardless of whether demand has been made therefor, (iii) all fees or charges that have accrued hereunder or under any other Loan Document and are unpaid, (b) the receipt by Collateral Agent of cash collateral in order to secure any other contingent Obligations for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances known to an Agent or a Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including attorneys’ fees and legal expenses), such cash collateral to be in such amount as Agents reasonably determine is appropriate to secure such contingent Obligations, (c) the payment or repayment in full in immediately available funds of all other outstanding Obligations, and (d) the termination of all of the Commitments of the Lenders. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (b) references to any law, statute or regulation shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law, statute or regulation, and (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns. Notwithstanding anything in the Agreement to the contrary, (A) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all tangible requests, rules, guidelines or directives thereunder or issued in connection therewith and intangible assets and properties(B) all requests, including Cashrules, securitiesguidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, accounts and contract rightsthe Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall, (vi) any certification hereunder required to be given by a corporate officer shall in each case, be deemed to be made on behalf enacted, adopted, issued, phased in or effective after the date of this Agreement regardless of the applicable Credit Party and not date enacted, adopted, issued, phased in the individual capacity of such officer and (vii) (x) Loans may be classified and referred to by Class (e.g., a “Term Loan”) or by Type (e.g., a “SOFR Loan”) or by Class and Type (e.g., a “SOFR Term Loan”) and (y) Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., an “SOFR Borrowing”) or by Class and Type (e.g., an “SOFR Term Borrowing”)effective. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

Interpretation, etc. With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms Any of the terms defined. Whenever defined herein may, unless the context may requireotherwise requires, be used in the singular or the plural, depending on the reference. References herein to any pronoun shall include the corresponding masculineSection, feminine and neuter forms. The words “include,” “includes” and “including” Appendix, Schedule or Exhibit 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 otherwisea Section, (i) any reference herein (A) to any Person shall be construed to include such Person’s successors and assigns and (B) to any Guarantoran Appendix, the Borrowers a Schedule or any other Credit Party shall be construed to include such Guarantor, the Borrowers or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for such Guarantor, the Borrowers or any other Credit Partyan Exhibit, as the case may be, in any insolvency hereof unless otherwise specifically provided. The use herein of the word “include” or liquidation proceeding, (ii) the words “hereinincluding,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “hereto,without limitation” or “hereofbut not limited to” and “hereunder,” and or words of similar import when import) is used in any Credit Documentwith reference thereto, but rather shall be construed deemed to refer to all other items or matters that fall within the broadest possible scope of such Credit Document in its entirety and not to any particular provision thereofgeneral statement, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) the word “incur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of term or suffer to exist, (v) the matter. 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 right or interest in or to assets and propertiesproperties of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible. Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations or Guaranteed Obligations shall mean (a) the payment or repayment in full in immediately available funds of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Term Loans, together with the payment of any premium applicable to the repayment of the Term Loan, including Cash, securities, accounts and contract rightsthe Specified Premium, (viii) all costs, expenses, or indemnities payable pursuant to Section 10.2 or 10.3 of this Agreement that have accrued and are unpaid (other than contingent reimbursement or indemnification obligations for which no claim has been asserted), (iii) all fees or charges that have accrued hereunder or under any certification hereunder required to be given by a corporate officer shall be deemed to be made on behalf of the applicable Credit Party other Loan Document and not in the individual capacity of such officer and (vii) (x) Loans may be classified and referred to by Class (e.g.are unpaid, a “Term Loan”) or by Type (e.g., a “SOFR Loan”) or by Class and Type (e.g., a “SOFR Term Loan”) and (y) Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., an “SOFR Borrowing”) or by Class and Type (e.g., an “SOFR Term Borrowing”). (b) In the computation receipt by Agents of periods cash collateral in order to secure any other contingent Obligations for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances known to an Agent or a Lender at such time from a specified date that are reasonably expected to a later specified dateresult in any loss, cost, damage, or expense (including reasonable attorneys’ fees and legal expenses), such cash collateral to be in such amount as Agents reasonably determine is appropriate to secure such contingent Obligations, (c) the word “from” means “from payment or repayment in full in immediately available funds of all other outstanding Obligations, and including”; (d) the words “to” and “until” each mean “to but excluding”; and termination of all of the word “through” means “to and including.”Commitments of the