Common use of Principles of Construction Clause in Contracts

Principles of Construction. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Facility Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Facility Document, shall be construed to refer to such Facility Document in its entirety and not to any particular provision thereof, (iv) all references in a Facility Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Facility Document in which such references appear, (v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including Cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings herein and in the other Facility Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Facility Document. (d) All valuations and calculations herein or under any other Facility Document shall be in Dollars.

Principles of Construction. In this Agreement and all other attached Schedules, Exhibits or Attachments to this Agreement, unless otherwise expressly indicated or required by the context: (a) The definitions reference to and the definition of terms any document shall be deemed a reference to such document as it may be amended, supplemented, revised, or modified, in writing, from time to time but disregarding any amendment, supplement, replacement or novation made in breach of this Agreement; (b) references in this Agreement to any statute, decree or regulation shall be construed as a reference to such statute, law, decree or regulation as re- enacted, redesignated, amended or extended from time to time and references herein shall apply equally or in this Agreement 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” document or agreement shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring include references to such agreementdocument or agreement as amended, instrument varied, supplemented or other document as replaced from time to time amendedin accordance with such document's or agreement's terms; (c) defined terms in the singular shall include the plural and vice versa, supplemented and the masculine, feminine or otherwise modified neuter gender shall include all genders; (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Facility Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iiid) the words “"including" or "includes" shall be deemed to mean "including without limitation" and "including but not limited to" (or "includes without limitation" and "includes but is not limited to") regardless of whether the words "without limitation" or "but not limited to" actually follow the term; (e) accounting terms used herein but not defined herein shall have their respective meanings provided under U.S. GAAP; (f) the words "hereof," "herein,” “hereof” " and “"hereunder,” " and words of similar import when used in any Facility Document, this Agreement or its Schedules or Exhibits shall be construed to refer to such Facility Document in this Agreement and its entirety Schedules and Exhibits as a whole and not to any particular provision hereof or thereof, as the case may be; and (iv) all references in a Facility Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Facility Document in which such references appear, (vg) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including Cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date herein to a later specified datetime of day means the time of day in Austin, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and includingTexas.” (c) Section headings herein and in the other Facility Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Facility Document. (d) All valuations and calculations herein or under any other Facility Document shall be in Dollars.

Principles of Construction. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Constituent Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Facility Loan Document), (ii) except to the extent Administrative Agent’s or Lenders’ consent is required as provided herein, any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Facility Loan Document, shall be construed to refer to such Facility Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Facility Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Facility Loan Document in which such references appear, (v) any reference to any Law law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including Cashcash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings herein and in the other Facility Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Facility Loan Document. (d) All valuations and calculations herein or under any other Facility Document shall be in Dollars.

Principles of Construction. (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 “includehereof,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Facility Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Facility Document, this Agreement shall be construed to refer to such Facility Document in its entirety this Agreement as a whole and not to any particular provision thereof, of this Agreement. (ivb) all references in a Facility Document to Articles, Sections, Preliminary Statements, Exhibits The words “include,” “including” and Schedules “among other things” shall be construed deemed to refer be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of similar import. (c) Unless the context clearly requires otherwise, “or” is not exclusive. (d) Any reference to Articles a statutory provision shall include such provision and Sections any regulations made in pursuance thereof as from time to time modified or re-enacted whether before or after the date of this Agreement so far as such modification or re-enactment applies or is capable of applying to any transactions entered into prior to the Closing and (so far as liability thereunder may exist or can arise) shall include also any past statutory provisions or regulations (as from time to time modified or re-enacted) which such provisions or regulations have directly or indirectly replaced. (e) References to the Preamble, Recitals, Clauses, Schedules and Exhibits are to the preamble, recitals and clauses of and schedules and exhibits to this Agreement. (f) The headings are for convenience only and shall not affect the interpretation hereof. (g) Unless the context clearly otherwise requires or permits, references to the singular number shall include references to the plural number and vice versa and references to natural persons shall include bodies corporate. (h) Any document expressed to be in “agreed form” means a document in or substantially in the form approved by, and signed for identification purposes by or on behalf of, the Parties. (i) This Agreement and Preliminary Statementsthe Transaction Documents are the result of negotiations between, Exhibits and Schedules tohave been reviewed by, the Facility respective parties to each such agreement. Accordingly, each such agreement shall be deemed to be the product of all parties thereto, and there shall be no presumption that an ambiguity should be construed in favor of or against any of the parties, as the case may be, thereto solely as a result of such party’s actual or alleged role in the drafting of any such agreement. (j) Any reference in this Agreement to this Agreement or a Transaction Document in which such references appear, (v) any reference to any Law shall include all statutory any schedules and regulatory provisions consolidating, amending, replacing or interpreting such Law exhibits attached thereto and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation shall include that agreement as amended, modified or supplemented from time to timetime and any document which amends, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including Cash, securities, accounts and contract rightsmodifies or supplements such agreement. (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.” (c) Section headings herein and in the other Facility Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Facility Document. (d) All valuations and calculations herein or under any other Facility Document shall be in Dollars.

Principles of Construction. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Facility Document), (ii) except to the extent Administrative Agent’s or Lenders’ consent is required as provided herein, any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Facility Document, shall be construed to refer to such Facility Document in its entirety and not to any particular provision thereof, (iv) all references in a Facility Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Facility Document in which such references appear, (v) any reference to any Law law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including Cashcash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings herein and in the other Facility Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Facility Document. (d) All valuations and calculations herein or under any other Facility Document Any reference to a particular section of the Other Loan Agreement shall be deemed to refer to such section of the Other Loan Agreement, as in Dollarseffect on the date hereof, or, following any amendment or supplement to the Other Loan Agreement, any successor to such section.

Principles of Construction. (a) The following principles of construction shall apply in respect of the Facility Documents: definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Facility Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Facility Document, shall be construed to refer to such Facility Document in its entirety and not to any particular provision thereof, (iv) all references in a Facility Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Facility Document in which such references appear, (v) any reference to any Law law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including Cashcash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings herein and in the other Facility Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Facility Document. (d) All valuations and calculations herein or under any other Facility Document shall be in Dollars.

Principles of Construction. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Facility Document), (ii) except to the extent Lender’s consent is required as provided herein, any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Facility Document, shall be construed to refer to such Facility Document in its entirety and not to any particular provision thereof, (iv) all references in a Facility Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Facility Document in which such references appear, and (v) any reference to any Law law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including Cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings herein and in the other Facility Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Facility Document. (d) All valuations When used herein the terms Accessions, Account, Certificated Securities, Chattel Paper, Commercial Tort Claim, Commodity Account, Commodity Contract, Deposit Account, Document, Electronic Chattel Paper, Equipment, Goods, Instrument, Inventory, Investment Property, Letter-of-Credit Rights, Payment Intangible, Proceeds, Promissory Notes, Securities Account, Security Entitlement, Supporting Obligations and calculations herein Uncertificated Securities have the meaning provided in Article 8 or under any other Facility Document shall be Article 9, as applicable, of the UCC. Letter of Credit has the meaning provided in DollarsSection 5-102 of the UCC.

Principles of Construction. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Facility Document), (ii) except to the extent Lender’s consent is required as provided herein, any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Facility Document, shall be construed to refer to such Facility Document in its entirety and not to any particular provision thereof, (iv) all references in a Facility Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Facility Document in which such references appear, (v) any reference to any Law law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including Cashcash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” ”; the words “to” and “until” each mean “to but excluding;” ”; and the word “through” means “to and including.” (c) Section headings herein and in the other Facility Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Facility Document. (d) All valuations and calculations herein or under any other Facility Document shall be in Dollars.

Principles of Construction. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Constituent Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Facility Loan Document), (ii) except to the extent Administrative Agent’s or Lenders’ consent is required as provided herein, any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Facility Loan Document, shall be construed to refer to such Facility Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Facility Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Facility Loan Document in which such references appear, (v) any reference to any Law law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including Cashcash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings herein and in the other Facility Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Facility Loan Document. (d) All valuations and calculations herein or under any other Facility Document determinations regarding Collateral shall be made by Administrative Agent in Dollarsits commercial reasonable discretion at the applicable time of determination.

Principles of Construction. (a) The definitions of Each reference to, and the definition of, any document (including any Credit Document) shall be deemed to refer to such document as it may be amended, supplemented, revised or modified from time to time in accordance with its terms herein shall apply equally and, to the singular and plural forms of extent applicable, the terms definedof this Agreement. (b) Each reference to a Law or Governmental Approval shall be deemed to refer to such Law or Governmental Approval as the same may be amended, supplemented or otherwise modified from time to time. (c) Any reference to a Person in any capacity includes a reference to its permitted successors and assigns in such capacity and, in the case of any Governmental Authority, any Person succeeding to any of its functions and capacities. (d) References to days shall refer to calendar days unless Business Days are specified; references to weeks, months or years shall be to calendar weeks, months or years, respectively. (e) All references to a “Section,” “Schedule,” “Appendix,” “Annex,” or “Exhibit” are to a Section of this Agreement or to a Schedule, Appendix, Annex or Exhibit attached hereto. (f) The table of contents and Section headings and other captions therein are for the purpose of reference only and do not affect the interpretation of this Agreement. (g) Defined terms in the singular shall include the plural and vice versa. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. . (h) 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 otherwisehereof”, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Facility Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” ”, and words of similar import import, when used in any Facility Documentthis Agreement, shall be construed to refer to such Facility Document in its entirety this Agreement as a whole and not to any particular provision thereof, of this Agreement. (ivi) all references in a Facility Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Facility Document in which such references appear, (v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the 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 Cashcash, securities, accounts and contract rights. (bj) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the The words “toinclude”, “includes” and “untilincluding” each mean shall be deemed to be followed by the phrase “to but excluding;” and the word “through” means “to and includingwithout limitation”.” (ck) Section headings Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in the other Facility Documents are included for convenience of accordance with Argentine GAAP. (l) At any time, any reference only and shall not affect the interpretation in any provision of this Agreement to the currency of any particular nation means the lawful currency of such nation at such time whether or any other Facility Document. (d) All valuations and calculations herein or under any other Facility Document not the name of such currency is the same as it was on the date hereof. Wherever in this Agreement an amount it is necessary to convert an amount in a given currency into Dollars such amount shall be the amount of Dollars that could be purchased with the amount of such other currency using the spot rate at which the Lender can purchase Dollars in Dollarsthe London foreign exchange market at approximately 11:00am., London time, for delivery two (2) Business Days later (the “FX Rate”).

Principles of Construction. (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 “includehereof,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Facility Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Facility Document, this Agreement shall be construed to refer to such Facility Document in its entirety this Agreement as a whole and not to any particular provision thereof, of this Agreement. (ivb) all references in a Facility Document to Articles, Sections, Preliminary Statements, Exhibits The words “include,” “including” and Schedules “among other things” shall be construed deemed to refer be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of similar import. (c) Unless the context clearly requires otherwise, “or” is not exclusive. (d) Any reference to Articles a statutory provision shall include such provision and Sections any regulations made in pursuance thereof as from time to time modified or re-enacted whether before or after the date of this Agreement so far as such modification or re-enactment applies or is capable of applying to any transactions entered into prior to the First Closing and (so far as liability thereunder may exist or can arise) shall include also any past statutory provisions or regulations (as from time to time modified or re-enacted) which such provisions or regulations have directly or indirectly replaced. (e) References to the Preamble, Recitals, Clauses, Schedules and Exhibits are to the preamble, recitals and clauses of and schedules and exhibits to this Agreement. (f) The headings are for convenience only and shall not affect the interpretation hereof. (g) Unless the context clearly otherwise requires or permits, references to the singular number shall include references to the plural number and vice versa and references to natural persons shall include bodies corporate. (h) Any document expressed to be in “agreed form” means a document in or substantially in the form approved by, and signed for identification purposes by or on behalf of, the Parties. (i) This Agreement and Preliminary Statementsthe Transaction Documents are the result of negotiations between, Exhibits and Schedules tohave been reviewed by, the Facility respective parties to each such agreement. Accordingly, each such agreement shall be deemed to be the product of all parties thereto, and there shall be no presumption that an ambiguity should be construed in favor of or against any of the parties, as the case may be, thereto solely as a result of such party’s actual or alleged role in the drafting of any such agreement. (j) Any reference in this Agreement to this Agreement or a Transaction Document in which such references appear, (v) any reference to any Law shall include all statutory any schedules and regulatory provisions consolidating, amending, replacing or interpreting such Law exhibits attached thereto and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation shall include that agreement as amended, modified or supplemented from time to timetime and any document which amends, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including Cash, securities, accounts and contract rightsmodifies or supplements such agreement. (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.” (c) Section headings herein and in the other Facility Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Facility Document. (d) All valuations and calculations herein or under any other Facility Document shall be in Dollars.

Principles of Construction. (a) The definitions of Each reference to, and the definition of, any document (including any Credit Document) shall be deemed to refer to such document as it may be amended, supplemented, revised or modified from time to time in accordance with its terms herein shall apply equally and, to the singular and plural forms of extent applicable, the terms definedof this Agreement. (b) Each reference to a Law or Governmental Approval shall be deemed to refer to such Law or Governmental Approval as the same may be amended, supplemented or otherwise modified from time to time. (c) Any reference to a Person in any capacity includes a reference to its permitted successors and assigns in such capacity and, in the case of any Governmental Authority, any Person succeeding to any of its functions and capacities. (d) References to days shall refer to calendar days unless Business Days are specified; references to weeks, months or years shall be to calendar weeks, months or years, respectively. (e) All references to a “Section,” “Schedule,” “Appendix,” “Annex,” or “Exhibit” are to a Section of this Agreement or to a Schedule, Appendix, Annex or Exhibit attached hereto. (f) The table of contents and Section headings and other captions therein are for the purpose of reference only and do not affect the interpretation of this Agreement. (g) Defined terms in the singular shall include the plural and vice versa. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. . (h) 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 otherwisehereof”, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Facility Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” ”, and words of similar import import, when used in any Facility Documentthis Agreement, shall be construed to refer to such Facility Document in its entirety this Agreement as a whole and not to any particular provision thereof, of this Agreement. (ivi) all references in a Facility Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Facility Document in which such references appear, (v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the 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 Cashcash, securities, accounts and contract rights. (bj) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the The words “toinclude”, “includes” and “untilincluding” each mean shall be deemed to be followed by the phrase “to but excluding;” and the word “through” means “to and includingwithout limitation”.” (ck) Section headings Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in the other Facility Documents are included for convenience of accordance with IFRS. (l) At any time, any reference only and shall not affect the interpretation in any provision of this Agreement to the currency of any particular nation means the lawful currency of such nation at such time whether or any other Facility Document. (d) All valuations and calculations herein or under any other Facility Document not the name of such currency is the same as it was on the date hereof. Wherever in this Agreement an amount it is necessary to convert an amount in a given currency into Dollars such amount shall be the amount of Dollars that could be purchased with the amount of such other currency using the spot rate at which the Administrative Agent can purchase Dollars in Dollarsthe London foreign exchange market at approximately 11:00am., London time, for delivery two (2) Business Days later (the “FX Rate”).

Principles of Construction. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Facility Document), (ii) except to the extent Administrative Agent’s, Lenders’ or the Borrower’s consent is required as provided herein, any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Facility Document, shall be construed to refer to such Facility Document in its entirety and not to any particular provision thereof, (iv) all references in a Facility Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Facility Document in which such references appear, (v) any reference to any Law law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including Cashcash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings herein and in the other Facility Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Facility Document. (d) All valuations Any reference to a specific number of Shares or a specific price with respect to such Shares is a reference to that number of Shares or that price with respect to such Shares, as the case may be, as of the date of this Agreement and calculations herein shall therefore after the date of this Agreement be a reference to that number of Shares or under any other that price with respect to such Shares, as the case may be, as adjusted to reflect stock splits, reverse stock splits, stock combinations and stock dividends and Facility Document shall be Adjustment Events and/or Potential Facility Adjustment Events, in Dollarseach case, with respect to such Shares, as determined by the Calculation Agent, respectively.

Principles of Construction. In this Agreement and all other attached Schedules, Exhibits or Attachments to this Agreement, unless otherwise expressly indicated or required by the context: (a) The definitions reference to and the definition of terms any document shall be deemed a reference to such document as it may be amended, supplemented, revised, or modified, in writing, from time to time but disregarding any amendment, supplement, replacement or novation made in breach of this Agreement; (b) references in this Agreement to any statute, decree or regulation shall be construed as a reference to such statute, law, decree or regulation as re-enacted, redesignated, amended or extended from time to time and references herein shall apply equally or in this Agreement 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” document or agreement shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring include references to such agreementdocument or agreement as amended, instrument varied, supplemented or other document as replaced from time to time amendedin accordance with such document's or agreement's terms; (c) defined terms in the singular shall include the plural and vice versa, supplemented and the masculine, feminine or otherwise modified neuter gender shall include all genders; (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Facility Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iiid) the words “"including" or "includes" shall be deemed to mean "including without limitation" and "including but not limited to" (or "includes without limitation" and "includes but is not limited to") regardless of whether the words "without limitation" or "but not limited to" actually follow the term; (e) accounting terms used herein but not defined herein shall have their respective meanings provided under U.S. GAAP; (f) the words "hereof," "herein,” “hereof” " and “"hereunder,” " and words of similar import when used in any Facility Document, this Agreement or its Schedules or Exhibits shall be construed to refer to such Facility Document in this Agreement and its entirety Schedules and Exhibits as a whole and not to any particular provision hereof or thereof, (iv) all references in a Facility Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, as the Facility Document in which such references appear, (v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including Cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings herein and in the other Facility Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Facility Document. (d) All valuations and calculations herein or under any other Facility Document shall be in Dollars.case may be; and

Principles of Construction. (a) The definitions of terms herein shall apply equally singular includes the plural and the plural includes the singular. (b) The word “or” is not exclusive. Thus, if a party “may do (a) or (b)”, then the party may do either or both. The party is not limited to a mutually exclusive choice between the two alternatives. (c) A reference to a Law includes any amendment or modification to such Law, and all regulations, rulings and Laws promulgated under such Law. (d) A reference to a Person includes its successors and permitted assigns to the singular extent permitted and plural forms in accordance with the terms of the Secured Obligations Documents. (e) Accounting terms defined. Whenever have the context may requiremeanings assigned to them by GAAP, any pronoun shall include as applied by the corresponding masculine, feminine and neuter forms. accounting entity to which they refer. (f) The words “include,” “includes” and “including” are not limiting. (g) A reference in a document to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed to be followed incorporated by the phrase “without limitationreference in such document.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (ih) any definition of or reference References to any agreementdocument, instrument or other document agreement (including any Organization Documenta) shall be construed as referring to include all exhibits, schedules and other attachments thereto, (b) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (c) means such agreementdocument, instrument or other document agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time amended, supplemented or otherwise modified (subject to the extent permitted and in accordance with the terms of the Secured Obligations Documents) and in effect at any restrictions on such amendments, supplements or modifications set forth herein or in any other Facility Document), given time. (iii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the The words “hereinhereof,” “hereofherein” and “hereunder,” and words of similar import when used in any Facility Document, document shall be construed to refer to such Facility Document in its entirety document as a whole and not to any particular provision thereofof such document. (j) References to “days” mean calendar days, (iv) all references in a Facility Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules unless the term “Business Days” shall be construed used. References to refer to Articles and Sections ofa time of day mean such time in New York, and Preliminary Statements, Exhibits and Schedules to, the Facility Document in which such references appear, (v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any law or regulation shallNew York, unless otherwise specified. If a Loan Party or any Affiliate of a Loan Party is required to perform an action, refer to deliver a document or take such law other action by a calendar day and such day is not a Business Day, then such Loan Party or regulation as amended, modified or supplemented from time to timesuch Affiliate shall take such action by the next succeeding “Business Day”. (k) The Secured Obligations Documents are the result of negotiations between, and (vi) have been reviewed by, the words “asset” Loan Parties, the Administrative Agent, each Lender and “property” the Energy Hedge Provider and their respective counsel. Accordingly, the Secured Obligations Documents shall be deemed to be the product of all parties thereto, and no ambiguity shall be construed to have in favor of or against the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including Cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified dateLoan Parties, the word “from” means “from and including;” Administrative Agent, any Lender or the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and includingEnergy Hedge Provider.” (c) Section headings herein and in the other Facility Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Facility Document. (d) All valuations and calculations herein or under any other Facility Document shall be in Dollars.

Principles of Construction. 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 definition of or reference to any agreement, instrument or other document (including any Organization Organizational Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Facility DocumentCredit Agreement), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Facility Credit Document, shall be construed to refer to such Facility Credit Document in its entirety and not to any particular provision thereof, (iv) all references in a Facility Document this Agreement or to any Relevant Credit Agreement to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Facility Document this Agreement or to any Relevant Credit Agreement in which such references appear, (v) any reference to any Law law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, time and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including Cashcash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings herein and in the other Facility Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Facility Document. (d) All valuations and calculations herein or under any other Facility Document shall be in Dollars.

Principles of Construction. (a) The definitions of terms specified 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.” (where such words are not already followed by such phrase). The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, otherwise (i) any definition of or reference to any Transaction Document, agreement, instrument or other document (including any Organization 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 or in effect (subject to any restrictions on such amendments, restatements, amendments and restatements, supplements or modifications set forth herein or in any other Facility Document)herein) unless the context expressly otherwise requires, (ii) any reference herein to any Person person shall be construed to include such Personperson’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Facility Documentimport, shall be construed to refer to such Facility Document this Agreement in its entirety and not to any particular provision thereofhereof, (iv) all references in a Facility Document herein to Articles, Parts, Sections, Preliminary StatementsAttachments, Annexes, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary StatementsAttachments, Annexes, Exhibits and Schedules to, the Facility Document in which such references appearas applicable, this Agreement or this Schedule, (v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any law or regulation shall, unless otherwise specified, herein shall refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including Cashcash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word . A “fromday” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings herein and in the other Facility Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Facility Document. (d) All valuations and calculations herein or under any other Facility Document shall be in Dollarsdeemed to begin and end at midnight New York time.

Principles of Construction. (a) The definitions of Each reference to, and the definition of, any document (including any Credit Document) shall be deemed to refer to such document as it may be amended, supplemented, revised or modified from time to time in accordance with its terms herein shall apply equally and, to the singular and plural forms of extent applicable, the terms definedof this Agreement. (b) Each reference to a Law or Governmental Approval shall be deemed to refer to such Law or Governmental Approval as the same may be amended, supplemented or otherwise modified from time to time. (c) Any reference to a Person in any capacity includes a reference to its permitted successors and assigns in such capacity and, in the case of any Governmental Authority, any Person succeeding to any of its functions and capacities. (d) References to days shall refer to calendar days unless Business Days are specified; references to weeks, months or years shall be to calendar weeks, months or years, respectively. (e) All references to a “Section,” “Schedule,” “Appendix,” “Annex,” or “Exhibit” are to a Section of this Agreement or to a Schedule, Appendix, Annex or Exhibit attached hereto. (f) The table of contents and Section headings and other captions therein are for the purpose of reference only and do not affect the interpretation of this Agreement. (g) Defined terms in the singular shall include the plural and vice versa. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. . (h) 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 otherwisehereof”, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Facility Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” ”, and words of similar import import, when used in any Facility Documentthis Agreement, shall be construed to refer to such Facility Document in its entirety this Agreement as a whole and not to any particular provision thereof, of this Agreement. (ivi) all references in a Facility Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Facility Document in which such references appear, (v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the 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 Cashcash, securities, accounts and contract rights. (bj) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the The words “toinclude”, “includes” and “untilincluding” each mean shall be deemed to be followed by the phrase “to but excluding;” and the word “through” means “to and including.without limitation” (c) Section headings herein and in the other Facility Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Facility Document. (dk) All valuations and calculations Unless otherwise specified herein, all accounting terms used herein or under any other Facility Document shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in Dollarsaccordance with Applicable GAAP.

Principles of Construction. Unless the context otherwise requires: (ai) The definitions of terms herein reference to any statute or statutory provision shall apply equally to include any amendment, modification or reenactment of, any legislative provisions substituted for and all legislation and statutory instruments issued under, such statute or statutory provisions; (ii) words defined as denoting the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculineplural and vice versa; (iii) references denoting individuals shall include corporations, feminine associations, trustees, instrumentalities and neuter forms. The partnerships, and vice versa; (iv) words “include,” “includes” and “including” denoting any gender shall be deemed include all genders; (v) references 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 definition of Schedule, Exhibit or reference to any agreement, instrument or other document (including any Organization Document) party shall be construed as referring references to a Section, Schedule, Exhibit or party to the document in which such reference is made; (vi) references to any document, lease, contract or other agreement of any nature shall, as appropriate, include or be construed as references to such agreementdocument, instrument lease, contract or other agreement as amended, modified, extended, renewed, restated, supplemented or replaced from time to time; (vii) references to any party in any document, deed or agreement shall include its successors and permitted assignees; (viii) headings used in any document are for convenience only and shall be disregarded in construing such document; and (ix) the words "include", "includes" or "including" are not limiting. Annex B to the Contract COMMITMENTS COMMITMENT ---------- Construction Loans US$------ Term Loan US$------ Exhibit 1 to the Contract Form of Construction Note [Date] [Location] US$------------- FOR VALUE RECEIVED, Chengdu AES KAIHUA Gas Turbine Power Co., Ltd. (the "Company") hereby promises to pay to the order of AES Tian Fu Power Company (L) Ltd., a company organized under the laws of Labuan (the "Arranger"), the aggregate unpaid principal amount of all Construction Loans (as defined in the Contract referred to below) not exceeding in the aggregate the principal sum of -------------------- (U.S.$------). All Construction Loans made by the Arranger to the Company and all repayments of the principal thereof shall be recorded by the Arranger on the Schedule attached hereto. This Note shall be repaid in full on the Mandatory Repayment Date (as such term is defined in the Contract). This Note evidences the obligations of the Company under, and is referred to in, the Support Contract, dated as of -------------, between the Company and the Arranger (as from time to time amendedin effect, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Facility Documentthe "Contract"), (ii) any reference herein and is entitled to any Person shall be construed the benefits thereof. The Company also promises to include such Person’s successors pay interest on the unpaid principal amount hereof from the date hereof until paid at the rates and assigns, (iii) at the words “herein,” “hereof” and “hereunder,” and words of similar import when used times provided in any Facility Document, shall be construed to refer to such Facility Document in its entirety and not to any particular provision thereof, (iv) all references in a Facility Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections the Contract. Principal of, and Preliminary Statementspremium, Exhibits if any, and Schedules tointerest on, this Note shall be payable in immediately available funds in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, in the manner provided in the Contract. This Note is secured by the Security Documents referred to in the Contract and is entitled to the benefits thereof. In case an Event of Default (as defined in the Contract) shall occur and be continuing, the Facility Document principal of and accrued interest on this Note may be declared to be due and payable in which the manner and with the effect provided in the Contract. The Company hereby waives presentment, demand, protest or notice of any kind in connection with this Note. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE PEOPLE'S REPUBLIC OF CHINA. CHENGDU AES KAIHUA GAS TURBINE POWER CO., LTD. By:------------------------------- Name: Title: Schedule A to Construction Loan Note AMOUNT PRINCIPAL UNPAID DATE BORROWED REPAID BALANCE ---- -------- ------ ------- Exhibit 2 to the Contract Form of Term Loan Note [Date] [Location] US$---------------- FOR VALUE RECEIVED, Chengdu AES KAIHUA Gas Turbine Power Co., Ltd. (the "Company") hereby promises to pay to the order of AES Tian Fu Power Company (L) Ltd., a company organized under the laws of Labuan (the "Arranger"), the aggregate the principal sum of ------------------- (U.S.$------). The amounts and dates of the repayment of this Note are as indicated on the attached Schedule A. This Note evidences the obligations of the Company under, and is referred to in, the Support Contract, dated as of --, 1996, between the Company and the Arranger (as from time to time in effect, the "Contract"), and is entitled to the benefits thereof. The Company also promises to pay interest on the unpaid principal amount hereof from the date hereof until paid at the rates and at the times provided in the Contract. Principal of, and premium, if any, and interest on, this Note shall be payable in immediately available funds in such references appearcoin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, in the manner provided in the Contract. This Note is secured by the Security Documents referred to in the Contract and is entitled to the benefits thereof. In case an Event of Default (vas defined in the Contract) shall occur and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Contract. The Company hereby waives presentment, demand, protest or notice of any reference kind in connection with this Note. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE PEOPLE'S REPUBLIC OF CHINA. CHENGDU AES KAIHUA GAS TURBINE POWER CO., LTD. By:----------------------------- Name: Title: Schedule A to any Law shall include all statutory and regulatory provisions consolidatingTerm Loan Note Amortization Schedule for Term Loan Note YEAR MONTH PRINCIPAL REPAYMENT SCHEDULE U.S.$ [ to be completed upon issuance of the Note ] Exhibit 3 to the Contract Request for Borrowing [Date] AES Tian Fu Power Company (L) Ltd. Gentlemen: The undersigned, amendingChengdu AES KAIHUA Gas Turbine Power Co., replacing or interpreting such Law and any reference Ltd., refers to any law or regulation shallthe Support Contract, unless otherwise specifieddated as of ------------, refer to such law or regulation 1996 (as amended, modified or supplemented amended from time to time, the "Contract" the terms defined therein being used herein as therein defined), among the undersigned and you, and hereby requests, pursuant to Section 3.1 of the Contract, that a borrowing be made under the Contract, and in that connection sets forth below the information relating to such borrowing (vithe "Proposed Borrowing") as required by Section 3.1 of the words “asset” and “property” shall be construed to have Contract: (i) The Business Day of the same meaning and effect and to refer to any and all tangible and intangible assets and propertiesProposed Borrowing is --, including Cash, securities, accounts and contract rights19--. (bii) In the computation The Proposed Borrowing is to consist of periods of time from [a specified date Construction Loan in an aggregate principal amount equal to $---] [a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “Term Loan in an aggregate principal amount equal to but excluding;” and the word “through” means “to and including.” (c) Section headings herein and in the other Facility Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Facility Document$---]. (diii) All valuations The name and calculations herein or under any other Facility Document shall account number of the bank to which funds are to be in Dollarstransferred is ----.

Principles of Construction. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Facility Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Facility Document, shall be construed to refer to such Facility Document in its entirety and not to any particular provision thereof, (iv) all references in a Facility Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Facility Document in which such references appear, (v) any reference to any Law law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including Cashcash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings herein and in the other Facility Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Facility Document. (d) All valuations and calculations herein or under any other Facility Document shall be in Dollars.

Principles of Construction. (a) The definitions of Each reference to, and the definition of, any document (including any Credit Document) shall be deemed to refer to such document as it may be amended, supplemented, revised or modified from time to time in accordance with its terms herein shall apply equally and, to the singular and plural forms of extent applicable, the terms definedof this Agreement. (b) Each reference to a Law or Governmental Approval shall be deemed to refer to such Law or Governmental Approval as the same may be amended, supplemented or otherwise modified from time to time. (c) Any reference to a Person in any capacity includes a reference to its permitted successors and assigns in such capacity and, in the case of any Governmental Authority, any Person succeeding to any of its functions and capacities. (d) References to days shall refer to calendar days unless Business Days are specified; references to weeks, months or years shall be to calendar weeks, months or years, respectively. (e) All references to a “Section,” “Schedule,” “Appendix,” “Annex,” or “Exhibit” are to a Section of this Agreement or to a Schedule, Appendix, Annex or Exhibit attached hereto. (f) The table of contents and Section headings and other captions therein are for the purpose of reference only and do not affect the interpretation of this Agreement. (g) Defined terms in the singular shall include the plural and vice versa. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. . (h) 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 otherwisehereof”, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Facility Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” ”, and words of similar import import, when used in any Facility Documentthis Agreement, shall be construed to refer to such Facility Document in its entirety this Agreement as a whole and not to any particular provision thereof, of this Agreement. (ivi) all references in a Facility Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Facility Document in which such references appear, (v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the 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 Cashcash, securities, accounts and contract rights. (bj) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the The words “toinclude”, “includes” and “untilincluding” each mean shall be deemed to be followed by the phrase “to but excluding;” and the word “through” means “to and includingwithout limitation”.” (ck) Section headings Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in the other Facility Documents are included for convenience of accordance with Applicable GAAP. (l) At any time, any reference only and shall not affect the interpretation in any provision of this Agreement to the currency of any particular nation means the lawful currency of such nation at such time whether or any other Facility Document. (d) All valuations and calculations herein or under any other Facility Document not the name of such currency is the same as it was on the date hereof. Wherever in this Agreement it is necessary to convert an amount in a given currency into Dollars, such amount shall be the amount of Dollars that could be purchased with the amount of such other currency using the spot rate at which the Lender can purchase Dollars in Dollarsthe London foreign exchange market at approximately 11:00am., London time, for delivery two (2) Business Days later (the “FX Rate”).

Principles of Construction. (a) ARTICLE I The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein or in any other Facility Document), (ii) except to the extent Administrative Agent’s or Lenders’ consent is required as provided herein, any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Facility Document, shall be construed to refer to such Facility Document in its entirety and not to any particular provision thereof, (iv) all references in a Facility Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Facility Document in which such references appear, (v) any reference to any Law law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including Cashcash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings herein and in the other Facility Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Facility Document. (d) All valuations and calculations herein or under any other Facility Document shall be in Dollars.

Principles of Construction. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Facility Document), (ii) except to the extent consent of the Required Lenders is required as provided herein, any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Facility Document, shall be construed to refer to such Facility Document in its entirety and not to any particular provision thereof, (iv) all references in a Facility Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Facility Document in which such references appear, and (v) any reference to any Law law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including Cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings herein and in the other Facility Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Facility Document. (d) All valuations and calculations herein or under any other Facility Document shall be in Dollars.

Principles of Construction. Except as otherwise expressly provided, the following rules of interpretation shall apply to the Collateral Agency Agreement, the applicable Issuer Lease Agreement, the applicable Bond Indenture, and each other Secured Obligation Document that incorporates the definitions of the Collateral Agency Agreement by reference: (ai) The the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever ; (ii) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The ; (iii) the words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The ”; (iv) the word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless ”; (v) unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein) and shall include any appendices, schedules, exhibits, clarification letters, side letters and disclosure letters executed in any other Facility Document), connection therewith; (iivi) any reference herein to any Person shall be construed to include such Person’s successors and assignsassigns to the extent permitted under the Secured Obligation Documents and, in the case of any Governmental Authority, any Person succeeding to its functions and capacities; (iiivii) the words “herein,” ”, “hereof” and “hereunder,” ”, and words of similar import when used in any Facility Documentimport, shall be construed to refer to such Facility Document the Collateral Agency Agreement in its entirety and not to any particular provision thereof, ; (ivviii) all references in a Facility Document the Collateral Agency Agreement to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Facility Document in which such references appear, Collateral Agency Agreement; (v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (viix) 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 Cashcash, securities, accounts and contract rights.; (bx) In the computation of periods of time from a specified date each reference to a later specified dateLaw shall be deemed to refer to such Law as the same may in effect from time to time, as from time to time amended, supplemented or otherwise modified, and any successor thereto; (xi) references to days shall refer to calendar days unless Business Days are specified; references to weeks, months or years shall be to calendar weeks, months or years, respectively; (xii) except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP; and (xiii) where definitions of terms herein refer to terms defined in more than one other document, in the event of any ambiguity, the word “from” means “from and including;” the words “to” and “until” each mean “definition resulting in a more restrictive covenant with respect to but excluding;” and the word “through” means “to and includingany Repauno Entity shall apply.” (c) Section headings herein and in the other Facility Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Facility Document. (d) All valuations and calculations herein or under any other Facility Document shall be in Dollars.

Principles of Construction. In this Agreement and all other attached Schedules, Exhibits or Attachments to this Agreement, unless otherwise expressly indicated or required by the context: (a) The definitions reference to and the definition of terms any document shall be deemed a reference to such document as it may be amended, supplemented, revised, or modified, in writing, from time to time but disregarding any amendment, supplement, replacement or novation made in breach of this Agreement; (b) references in this Agreement to any statute, decree or regulation shall be construed as a reference to such statute, law, decree or regulation as re-enacted, redesignated, amended or extended from time to time and references herein shall apply equally or in this Agreement 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” document or agreement shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring include references to such agreementdocument or agreement as amended, instrument varied, supplemented or other document as replaced from time to time amendedin accordance with such document's or agreement's terms; (c) defined terms in the singular shall include the plural and vice versa, supplemented and the masculine, feminine or otherwise modified neuter gender shall include all genders; (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Facility Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iiid) the words “"including" or "includes" shall be deemed to mean "including without limitation" and "including but not limited to" (or "includes without limitation" and "includes but is not limited to") regardless of whether the words "without limitation" or "but not limited to" actually follow the term; (e) accounting terms used herein but not defined herein shall have their respective meanings provided under U.S. GAAP; (f) the words "hereof," "herein,” “hereof” " and “"hereunder,” " and words of similar import when used in any Facility Document, this Agreement or its Schedules or Exhibits shall be construed to refer to such Facility Document in this Agreement and its entirety Schedules and Exhibits as a whole and not to any particular provision hereof or thereof, as the case may be; and (iv) all references in a Facility Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Facility Document in which such references appear, (vg) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including Cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date herein to a later specified datetime of day means the time of day in New York, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and includingNew York.” (c) Section headings herein and in the other Facility Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Facility Document. (d) All valuations and calculations herein or under any other Facility Document shall be in Dollars.

Principles of Construction. (a) The definitions of Each reference to, and the definition of, any document (including any Credit Document) shall be deemed to refer to such document as it may be amended, supplemented, revised or modified from time to time in accordance with its terms herein shall apply equally and, to the singular and plural forms of extent applicable, the terms definedof this Agreement. (b) Each reference to a Law or Governmental Approval shall be deemed to refer to such Law or Governmental Approval as the same may be amended, supplemented or otherwise modified from time to time. (c) Any reference to a Person in any capacity includes a reference to its permitted successors and assigns in such capacity and, in the case of any Governmental Authority, any Person succeeding to any of its functions and capacities. (d) References to days shall refer to calendar days unless Business Days are specified; references to weeks, months or years shall be to calendar weeks, months or years, respectively. (e) All references to a “Section,” “Schedule,” “Appendix,” “Annex,” or “Exhibit” are to a Section of this Agreement or to a Schedule, Appendix, Annex or Exhibit attached hereto. (f) The table of contents and Section headings and other captions therein are for the purpose of reference only and do not affect the interpretation of this Agreement. (g) Defined terms in the singular shall include the plural and vice versa. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. . (h) 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 otherwisehereof”, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Facility Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” ”, and words of similar import import, when used in any Facility Documentthis Agreement, shall be construed to refer to such Facility Document in its entirety this Agreement as a whole and not to any particular provision thereof, of this Agreement. (ivi) all references in a Facility Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Facility Document in which such references appear, (v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the 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 Cashcash, securities, accounts and contract rights. (bj) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the The words “toinclude”, “includes” and “untilincluding” each mean shall be deemed to be followed by the phrase “to but excluding;” and the word “through” means “to and includingwithout limitation”.” (ck) Section headings Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with IFRS. (l) At any time, any reference in the definition of the term “Currency” or in any other Facility Documents are included for convenience of reference only and shall not affect the interpretation provision of this Agreement to the Currency of any particular nation means the lawful currency of such nation at such time whether or any other Facility Document. (d) All valuations and calculations herein not the name of such Currency is the same as it was on the date hereof. Wherever in this Agreement in connection with a Borrowing, Loan or under any other Facility Document Commitment an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Loan or Commitment is denominated in Pesos, such amount shall be the amount of Pesos that could be purchased with such Dollar amount (rounded to the nearest ARS1,000) using the spot selling rate at which the Argentine Paying Agent offers to sell Pesos for Dollars in Dollarsthe London foreign exchange market at approximately 11:00am., London time, for delivery two (2) Business Days later (the “FX Rate”).

Principles of Construction. Each reference to, and the definition of, any document (including any Credit Document) shall be deemed to refer to such document as it may be amended, supplemented, revised or modified from time to time in accordance with its terms and, to the extent applicable, the terms of this Agreement. (a) Each reference to a Law or Governmental Approval shall be deemed to refer to such Law or Governmental Approval as the same may be amended, supplemented or otherwise modified from time to time. (b) Any reference to a Person in any capacity includes a reference to its permitted successors and assigns in such capacity and, in the case of any Governmental Authority, any Person succeeding to any of its functions and capacities. (c) References to days shall refer to calendar days unless Business Days are specified; references to weeks, months or years shall be to calendar weeks, months or years, respectively. (d) All references to a “Section,” “Schedule,” “Appendix,” “Annex,” or “Exhibit” are to a Section of this Agreement or to a Schedule, Appendix, Annex or Exhibit attached hereto. (e) The definitions table of contents and Section headings and other captions therein are for the purpose of reference only and do not affect the interpretation of this Agreement. (f) Defined terms herein shall apply equally to in the singular shall include the plural and plural forms of the terms definedvice versa. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. . (g) 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 otherwisehereof”, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Facility Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” ”, and words of similar import import, when used in any Facility Documentthis Agreement, shall be construed to refer to such Facility Document in its entirety this Agreement as a whole and not to any particular provision thereof, of this Agreement. (ivh) all references in a Facility Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Facility Document in which such references appear, (v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the 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 Cashcash, securities, accounts and contract rights. (bi) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the The words “toinclude”, “includes” and “untilincluding” each mean shall be deemed to be followed by the phrase “to but excluding;” and the word “through” means “to and including.without limitation” (c) Section headings herein and in the other Facility Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Facility Document. (dj) All valuations and calculations Unless otherwise specified herein, all accounting terms used herein or under any other Facility Document shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in Dollarsaccordance with Applicable GAAP.

Principles of Construction. (a) The definitions of meanings set forth for defined terms herein in this Schedule X or in any Financing Document shall apply be equally applicable to both the singular and plural forms of the terms defined. Whenever the context may require. (b) All references in any Financing Document to clauses, any pronoun shall include the corresponding masculinesections, feminine articles, schedules, annexes and neuter formsexhibits are to clauses, sections, articles, schedules and exhibits in or to such Financing Document unless otherwise specified therein. The words “include"hereof,” “includes” " "herein" and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Facility Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “"hereunder,” " and words of similar import when used in any Facility Document, a Financing Document shall be construed to refer to such Facility Financing Document in its entirety as a whole and not to any particular provision thereof, (iv) all references in a Facility Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Facility Document in which of such references appear, (v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including Cash, securities, accounts and contract rightsFinancing Document. (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.” (c) Section headings herein and All accounting terms not specifically defined in a Financing Document shall be construed in accordance with generally accepted accounting principles in conformity with those used in the other Facility Documents are included for convenience preparation of reference only the financial statements referred to in Section 6.1 of the Lender Credit Agreement and shall not affect Section 7.01 of the interpretation of this Eximbank Credit Agreement or any other Facility except as otherwise provided in such Financing Document. (d) All valuations References in any Financing Document to any statute, decree or regulation shall be construed as a reference to such statute, law, decree or regulation as reenacted, redesignated, amended or extended from time to time and calculations herein references in any Financing Document to any document or under agreement shall be deemed to include references to such document or agreement as amended, varied, supplemented or replaced from time to time. (e) References to any representation by the Borrower, by any Obligor which is an Affiliate of the Borrower or by the Sponsor or by any officer thereof being to the best of such Person's knowledge shall be deemed to be to the best of such Person's knowledge after due inquiry. (f) If any amount to be determined or measured pursuant to any of the Financing Documents relates to a transaction in a currency other Facility than Dollars, such determination shall be made by converting such currency by reference to the buying spot market rate of exchange on the date of such transaction. (g) References to any Person or Persons shall be construed as a reference to any permitted successors or permitted assigns of such Person or Persons. (h) The headings of the articles, sections and subsections in any Financing Document are included for convenience only and shall not in any way affect the meaning or construction of any provision of such Financing Document. (i) References in any Financing Document or this Schedule X to any Financing Document shall be in Dollars.construed as a reference to such Financing Document, together with all schedules, exhibits and annexes thereto. Schedule 5.01(b) to Eximbank Credit Agreement Section A 1. Opinion of ▇▇▇▇▇▇▇ Coie, New York Counsel to the Borrower, Ormat Industries, Ltd., Ormat International, Inc., Orleyte Company and Ormat Philippines, Inc.

Principles of Construction. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Facility Document), (ii) except to the extent consent of the Required Lenders is required as provided herein, any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Facility Document, shall be construed to refer to such Facility Document in its entirety and not to any particular provision thereof, (iv) all references in a Facility Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Facility Document in which such references appear, and (v) any reference to any Law law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including Cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings herein and in the other Facility Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Facility Document. (d) All valuations When used herein the terms Accessions, Account, Certificated Securities, Chattel Paper, Commercial Tort Claim, Commodity Account, Commodity Contract, Deposit Account, Document, Electronic Chattel Paper, Equipment, General Intangibles, Goods, Instrument, Inventory, Investment Property, Letter-of-Credit Rights, Payment Intangible, Proceeds, Promissory Notes, Securities Account, Security Entitlement, Supporting Obligations and calculations herein Uncertificated Securities have the meaning provided in Article 8 or under any other Facility Document shall be Article 9, as applicable, of the UCC. Letter of Credit has the meaning provided in DollarsSection 5-102 of the UCC.

Principles of Construction. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, otherwise (ia) any definition of or reference to any agreement, instrument or other document (including any Organization Document) herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Facility Documentherein), (iib) any reference herein to any Person shall be construed to include such Person’s heirs, legal representatives, executors, successors and assigns, (iiic) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Facility Documentimport, shall be construed to refer to such Facility Document this Agreement in its entirety and not to any particular provision thereofhereof, (ivd) all references in a Facility Document herein to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Facility Document in which such references appearthis Agreement, (ve) any reference to any Law shall include all statutory law, regulation, rule, order, ordinances, judgments, decrees and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any law or regulation injunctions of a Governmental Authority herein shall, unless otherwise specified, refer to such law law, regulation, rule, order, ordinances, judgments, decrees or regulation injunctions as amended, modified or supplemented from time to time, and (vif) 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 Cashcash, securities, accounts and contract rights. rights and (bg) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings accounting terms not specifically defined herein and in the other Facility Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Facility Document. (d) All valuations and calculations herein or under any other Facility Document shall be construed in Dollarsaccordance with GAAP.

Principles of Construction. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Facility Document), (ii) except to the extent Administrative Agent’s, Lenders’ or the Borrower’s consent is required as provided herein, any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Facility Document, shall be construed to refer to such Facility Document in its entirety and not to any particular provision thereof, (iv) all references in a Facility Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Facility Document in which such references appear, (v) any reference to any Law law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and US-DOCS\101836689.12 “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 Cashcash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings herein and in the other Facility Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Facility Document. (d) All valuations Any reference to a specific number of Shares or a specific price with respect to such Shares is a reference to that number of Shares or that price with respect to such Shares, as the case may be, as of the date of this Agreement and calculations herein shall therefore after the date of this Agreement be a reference to that number of Shares or under any other that price with respect to such Shares, as the case may be, as adjusted to reflect stock splits, reverse stock splits, stock combinations and stock dividends and Facility Document shall be Adjustment Events and/or Potential Facility Adjustment Events, in Dollarseach case, with respect to such Shares, as determined by the Calculation Agent, respectively.