Common use of Rules of Construction Clause in Contracts

Rules of Construction. Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollars.

Rules of Construction. Unless In construing this Agreement, the context requires otherwise: following principles shall be followed: (a) any pronoun used no consideration shall be given to the fact or presumption that one Party had a greater or lesser hand in drafting this Agreement shall include the corresponding masculine, feminine or neuter forms; Agreement; (b) references examples shall not be construed to Sectionslimit, Exhibitsexpressly or by implication, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; the matter they illustrate; (c) the terms “include”, word “includes”” and its syntactical variants mean “includes, but is not limited to,” “includingincludes without limitation” or words of like import and corresponding syntactical variant expressions; (d) the plural shall be deemed to be followed by include the words “without limitation”; (d) the terms “hereof”singular and vice versa, “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; applicable; (e) the term “or” is not exclusive references to any Person (including any Governmental Authority) shall include such Person’s successors and shall have the inclusive meaning of “and/or”; permitted assigns; (f) defined reference to any agreement, document or instrument shall mean such agreement, document or instrument as amended, replaced, restated or modified and in effect from time to time in accordance with the terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; thereof; (g) references to any law Applicable Law (including any statute referenced in this Agreement) means such Applicable Law as amended, modified, codified, replaced or statute shall be deemed to refer to such law re-enacted, in whole or statute as amended or supplemented in part, and in effect from time to time and shall include all time, including rules and regulations and forms promulgated thereunder, and references to any lawsection or other provision of any Applicable Law means that provision of such Applicable Law from time to time in effect and constituting the substantive amendment, rulemodification, form codification, replacement or statute shall be construed as including any legal and statutory provisions, rules re-enactment of such section or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; other provision; (h) references to any contract Exhibit, Article, Section or agreement other sub-section shall be deemed references to refer to such contract an Exhibit, Article, Section or agreement as amended, modified or supplemented from time to time in accordance with its termsother sub-section of this Agreement; and (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) currency shall be references to “days” are to calendar days the lawful money of the United States, unless otherwise indicated; (k) when calculating the period , and any payments and transfers of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period funds shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarsmade in immediately available funds.

Rules of Construction. Unless (i) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context requires otherwise: (a) may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or and neuter forms; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms . The words “include”, ,” “includes”, ” and “including” or words of like import shall be deemed to be followed by the words 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, (di) 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), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the terms words “herein,” “hereof”, “herein” or and “hereunder,” and words of similar import, when used in this Agreement, shall be construed to refer to this Agreement as a whole in its entirety and not to any particular provision of thereof, (iv) all references in this Agreement; (e) the term “or” is not exclusive Agreement to Articles, Sections, Exhibits and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute Schedules shall be deemed construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement in which such law or statute as amended or supplemented from time references appear, (v) any reference to time and any Law shall include all rules statutory and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms regulatory provisions consolidating, amending, succeeding replacing or replacing the applicable law, rule, form or statute; (h) references interpreting such Law and any reference to any contract or agreement shall be deemed to Law shall, unless otherwise specified, refer to such contract or agreement Law as amended, modified or supplemented from time to time in accordance with its terms; time, and (ivi) references the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any Person include such Person and its respective heirsall tangible and intangible assets and properties, executorsincluding cash, administratorssecurities, successors, legal representatives accounts and permitted assigns; contract rights. (jii) references to “days” are to calendar days unless otherwise indicated; (k) when calculating In the period computation of periods of time before which, within which or following which any act is from a specified date to be done or step taken pursuant to this Agreementa later specified date, the date that is word “from” means “from and including;” the reference date in calculating such period shall be excluded; (l) references words “to” and “until” each mean “to but excluding;” and the word “writingthrough” or means “written” shall include electronic mail; to and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarsincluding”.

Rules of Construction. Unless For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires otherwise: (a) any pronoun singular words shall connote the plural as well as the singular, and vice versa (except as indicated), as may be appropriate, and “or” is not exclusive, (b) the words “herein,” “hereof” and “hereunder” and other words of similar import used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not to any particular article, schedule, section, paragraph, clause, exhibit or other subdivision, (c) the headings, subheadings and table of contents set forth in this Agreement are solely for convenience of reference and shall not constitute a part of this Agreement nor shall they affect the meaning, construction or effect of any provision hereof, (d) references in this Agreement to “include” or “including” shall mean include or including, as applicable, without limiting the generality of any description preceding such term, and for purposes hereof the rule of ejusdem generis shall not be applicable to limit a general statement, followed by or referable to an enumeration of specific matters, to matters similar to those specifically mentioned, (e) each of the parties to this Agreement and its counsel have reviewed and revised, or requested revisions to, this Agreement, and the rule of construction that any ambiguities are to be resolved against the drafting party shall be inapplicable in the construction and interpretation of this Agreement; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; , (f) defined terms any definition of or reference to any Facility Document, agreement, instrument or other document herein will apply equally shall be construed as referring to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (g) references any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions set forth herein or in any other applicable agreement), (h) any reference to any law or statute regulation herein shall be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement regulation as amended, modified or supplemented from time to time in accordance with its terms; and (i) references each reference to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein without further specification shall mean United States dollarsNew York City Time.

Rules of Construction. Unless Interpretation of this Agreement shall be governed by the following rules of construction: (i) in the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any Ancillary Document, the terms and conditions of the Ancillary Document shall govern and control this Agreement, unless otherwise specified herein; (ii) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires otherwise: requires; (aiii) any pronoun references to the terms Article, Section, paragraph, clause, Exhibit and Schedule are references to the Articles, Sections, paragraphs, clauses, Exhibits and Schedules of this Agreement unless otherwise specified; (iv) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (v) references to “$” shall mean U.S. dollars; (vi) the word “including” and words of similar import when used in this Agreement shall include the corresponding masculinemean “including, feminine or neuter formswithout limitation,” unless otherwise specified; (bvii) the word “or” shall not be exclusive; (viii) references to Sections“written” or “in writing” include in electronic form; (ix) unless the context requires otherwise, Exhibitsreferences to “party” shall mean GGP or Spinco, paragraphs as appropriate, and clauses refer references to Sections“parties” shall mean GGP and Spinco; (x) provisions shall apply, Scheduleswhen appropriate, Exhibits paragraphs to successive events and clauses transactions; (xi) the table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (cxii) GGP and Spinco have each participated in the terms “include”negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, “includes”, “including” or words of like import this Agreement shall be deemed to be followed construed as if drafted jointly by the words “without limitation”; (d) parties hereto and no presumption or burden of proof shall arise favoring or burdening either party by virtue of the terms “hereof”, “herein” or “hereunder” refer to authorship of any of the provisions in this Agreement as a whole and not to or any particular provision interim drafts of this Agreement; and (exiii) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; (i) references a reference to any Person include includes such Person and its respective heirs, executors, administrators, successors, legal representatives Person’s successors and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollars.

Rules of Construction. Unless Interpretation of this Supply Agreement shall be governed by the context requires otherwisefollowing rules of construction: (a) any pronoun used words in this Agreement the singular shall be held to include the corresponding masculineplural and vice versa, feminine or neuter formsand words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph and Appendix are references to the Articles, Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses Appendices of this AgreementSupply Agreement unless otherwise specified; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” ”, “hereby”, “hereto”, and derivative or “hereunder” similar words refer to this Agreement as a whole entire Supply Agreement, including the Appendices and not Exhibits hereto; (d) references to any particular provision of this Agreement“$” shall mean U.S. dollars; (e) the term word “orincluding” is not exclusive and words of similar import when used in this Supply Agreement shall have the inclusive meaning of mean “and/or”including without limitation,” unless otherwise specified; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meaningsword “or” shall not be exclusive; (g) references to any law “written” or statute “in writing” include in electronic mail form; (h) provisions shall be deemed apply, when appropriate, to refer to such law or statute as amended or supplemented from time to time successive events and transactions; (i) the headings contained in this Supply Agreement are for reference purposes only and shall include not affect in any way the meaning or interpretation of this Supply Agreement; (j) Seller and Buyer have each participated in the negotiation and drafting of this Supply Agreement and all rules appendices and regulations and forms promulgated thereunderif an ambiguity or question of interpretation should arise, and references to any law, rule, form or statute this Supply Agreement shall be construed as including if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening either Party by virtue of the authorship of any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing of the applicable law, rule, form or statuteprovisions in any of this Supply Agreement; (hk) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; (i) references a reference to any Person include includes such Person and its respective heirs, executors, administrators, successors, legal representatives Person’s successors and permitted assigns; (jl) references any reference to “days” are to means calendar days unless otherwise indicatedBusiness Days are expressly specified; and (km) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Supply Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” , and if the last day of such period is not a Business Day, the period shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarsend on the next succeeding Business Day.

Rules of Construction. Unless The Parties acknowledge and agree that each has negotiated and reviewed the terms of this Agreement, assisted by such legal and tax counsel as they desired, and has contributed to its revisions. The Parties further agree that the rule of construction that any ambiguities are resolved against the drafting Party will be subordinated to the principle that the terms and provisions of this Agreement will be construed fairly as to all Parties and not in favor of or against any Party. Any amounts to be deposited with the Escrow Agent or the Paying Agent, or paid and delivered or disbursed to Purchaser, Surviving Company or any Equityholder, in each case in accordance with Article II, will be deposited or paid and delivered or disbursed by wire transfer of immediately available funds to the recipient thereof. In addition, unless the express context requires otherwise: otherwise requires: (a) any pronoun used reference in this Agreement shall include the corresponding masculine, feminine or neuter forms; to a Contract (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of including this Agreement; (c) the terms “include”), “includes”instrument or other document as of a given date means such contract, “including” instrument or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”other document as amended, “herein” or “hereunder” refer to this Agreement as a whole supplemented and not to any particular provision of this Agreement; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute shall be deemed to refer to such law or statute as amended or supplemented modified from time to time and through such date; provided, that any requirement to disclose and/or make available to Purchaser any Contract shall include all rules and regulations and forms promulgated thereundernot be considered satisfied unless each amendment, and references to any law, rule, form supplement or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer modification to such contract Contract has been so disclosed and/or made available to Purchaser; (b) the headings contained in this Agreement are for convenience of reference only and will not affect the meaning or agreement as amendedinterpretation of this Agreement; (c) all references in this Agreement to a specific preamble, modified recital, article, section, exhibit or supplemented from time schedule shall refer, respectively, to time the preambles, recitals, articles, sections, exhibits and schedules of this Agreement; (d) all references in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references this Agreement to “daysdollars” or “$” are to United States dollars; (e) all references in this Agreement to any period of days will mean the relevant number of calendar days unless otherwise indicated; days; (kf) when calculating the period of time before which, within which or following which which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall will be excluded; ; (g) if the last day of any period is a non-Business Day, the period in question will end on the next succeeding Business Day; (h) words or terms defined in the singular will be held to include the plural and vice versa; (i) words of one gender will be held to include the other genders; (j) the terms “hereof,” “herein,” “hereunder,” “hereto” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; (k) the word “including” and words of similar import when used in this Agreement will mean “including, without limitation”; (l) references to the word “writingor” or “written” shall include electronic mail; and will not be exclusive; (m) any accounting term used in this Agreement will have, unless otherwise specifically provided in this Agreement, the meaning customarily given such term in accordance with GAAP, and all financial computations hereunder will be computed, unless otherwise specifically provided in this Agreement, in accordance with GAAP; (n) references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time; (o) all references to $“will” or “shall” will be construed as creating a mandatory obligation; (p) references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder; and (q) the phrases “made available,” “provided to” or similar phrases, currencywhen used in reference to anything made available to Purchaser, monetary values Merger Sub or their Representatives, shall be deemed to have been made available to, and dollars set forth herein shall mean United States dollarsreceived by, Purchaser and Merger Sub for all purposes if such documents were posted and made available to Purchaser, Merger Sub and their Representatives in the Data Room at least one (1) day prior to the execution and delivery of this Agreement.

Rules of Construction. Unless For all purposes of this Agreement and the other Facility Documents, except as otherwise expressly provided or unless the context requires otherwise: otherwise requires, (a) any pronoun used in this Agreement singular words shall include connote the corresponding masculineplural as well as the singular and vice versa (except as indicated), feminine or neuter forms; as may be appropriate, (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms herein,” “hereof”, “herein” or and “hereunder” and other words of similar import used in any Facility Document refer to this Agreement such Facility Document as a whole and not to any particular article, schedule, section, paragraph, clause, exhibit or other subdivision thereof, (c) the headings, subheadings and table of contents set forth in any Facility Document are solely for convenience of reference and shall not constitute a part of such Facility Document nor shall they affect the meaning, construction or effect of any provision hereof, (d) references in any Facility Document to “include” or “including” shall mean include or including, as applicable, without limiting the generality of this Agreement; any description preceding such term, (e) the term “or” is not exclusive and any definition of or reference to any Facility Document, agreement, instrument or other document shall have the inclusive meaning of “and/or”; be construed as referring to such Facility Document, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein or any other Facility Document), (f) defined terms any reference in any Facility Document, including the introduction and recitals to such Facility Document, to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions set forth herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; or in any other applicable agreement), (g) references any reference to any law or statute regulation herein shall be deemed to refer to such law or statute regulation as amended amended, modified, supplemented or supplemented replaced from time to time and time, (h) any Event of Default shall include all rules and regulations and forms promulgated thereunderbe continuing until expressly waived in accordance with Section 13.01 or, with respect to an event that is capable of being remedied, such Event of Default has been remedied, (i) except as set forth herein, and references herein to any lawthe knowledge or actual knowledge of a Person shall mean the actual knowledge following due inquiry of such Person, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless except as otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to expressly provided for in this Agreement, any use of “material” or “materially” or words of similar meaning in this Agreement shall mean material, as determined by the date that is the reference date Administrative Agent in calculating such period shall be excluded; its reasonable discretion, (lk) references to “writing” include printing, typing, lithography, electronic or other means of reproducing words in a visible form and (l) unless otherwise expressly stated in this Agreement, if at any time any change in generally accepted accounting principles (including the adoption of IFRS) would affect the computation of any covenant (including the computation of any financial covenant) set forth in this Agreement or any other Facility Document, the Borrower and the Administrative Agent shall negotiate in good faith to amend such covenant to preserve the original intent in light of such change; provided, that, until so amended, (i) such covenant shall continue to be computed in accordance with the application of generally accepted accounting principles prior to such change and (ii) the Borrower shall provide to the Administrative Agent a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such covenant made before and after giving effect to such change in generally accepted accounting principles. The words “writtenexecution,” “signed,” “signature,” and words of like import in this Agreement shall be deemed to include electronic mail; signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and (m) all references to $as provided for in any applicable law, currencyincluding the Federal Electronic Signatures in Global and National Commerce Act, monetary values the New York State Electronic Signatures and dollars set forth herein shall mean United States dollarsRecords Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Rules of Construction. Unless the context requires otherwise: (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 used in this Agreement shall include the corresponding masculine, feminine or and neuter forms; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms . The words “include”, ,” “includes”, ” and “including” or words of like import shall be deemed to be followed by the words 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 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 Loan 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 Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law 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 this Agreement and each other Loan Document, unless the context clearly requires otherwise (or such other Loan Document clearly provides otherwise), (i) “amend” shall mean “amend, restate, amend and restate, supplement or modify;” and “amended,” “amending” and “amendment” shall have meanings correlative to the foregoing; (dii) in the terms computation of periods of time from a specified date to a later specified date, “from” shall mean “from and including,” “to” and “until” shall mean “to but excluding,” and “through” shall mean “to and including;” (iii) “hereof”, ,” “herein” or and “hereunder” (and similar terms) in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this AgreementAgreement or such other Loan Document; and (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (jiv) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “writtenhereof” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars mean the date first set forth herein shall mean United States dollarsabove.

Rules of Construction. Unless the context requires otherwise: of this Agreement otherwise requires: (a) (A) Words of any pronoun used in this Agreement shall gender include each other gender and neuter form; (B) words using the singular or plural number also include the corresponding masculineplural or singular number, feminine or neuter formsrespectively; (bC) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (gD) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (E) the terms “Article,” “Section,” “Annex,” “Exhibit,” and “Schedule,” refer to the specified Article, Section, Annex, Exhibit, or Schedule of this Agreement and references to any law “paragraphs” or statute “clauses” shall be to separate paragraphs or clauses of the Section or subsection in which the reference occurs; (F) the words “include,” “includes” and “including” shall be deemed to refer to such law or statute as amended or supplemented from time to time be followed by the phrase “without limitation,” and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute (G) the word “or” shall be construed as disjunctive but not exclusive. (b) References to Contracts (including any legal this Agreement) and statutory provisions, rules other documents or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement Laws shall be deemed to refer include references to such contract Contract, document or agreement Law as amended, supplemented or modified or supplemented from time to time in accordance with its terms; terms and the terms hereof, as applicable, and in effect at any given time (iand, in the case of any Law, to any successor provisions). (c) references References to any federal, state, local, foreign or supranational statute or other Law shall include all regulations promulgated thereunder. (d) References to any Person include references to such Person and its respective heirs, executors, administrators, successors, legal representatives Person’s successors and permitted assigns; , and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (je) references The language used in this Agreement shall be deemed to “be the language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party and its attorney has reviewed and participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of an agreement, shall not be applicable to the construction or interpretation of this Agreement. (f) Whenever this Agreement refers to a number of days” are , such number shall refer to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which Business Days are specified. If any act action is to be done taken or step taken pursuant given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (g) The phrase “to this Agreementthe extent” shall mean the degree to which a subject or other thing extends, the date that is the reference date in calculating and such period phrase shall be excluded; not mean simply “if.” (lh) references to The term “writing,” or “written” shall include and comparable terms refer to printing, typing and other means of reproducing words (including electronic mail; media) in a visible form. (i) All accounting terms used herein and (m) all references to $, currency, monetary values and dollars set forth not expressly defined herein shall mean have the meanings given to them under GAAP unless the context otherwise requires. (j) All monetary figures shall be in United States dollarsdollars unless otherwise specified.

Rules of Construction. (a) Unless the context otherwise requires otherwise: or except as otherwise expressly provided, (a1) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined; (2) whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or and neuter forms; ; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c3) the terms words “include”, ,” “includes”, ” and “including” or words of like import shall be deemed to be followed by the words phrase “without limitation”; ; (d4) the terms word “will” shall be construed to have the same meaning and effect as the word “shall”; (5) any reference herein to any Person shall be construed to include such Person’s successors and assigns; (6) 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; (7) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; (8) “herein,” “hereof”, “herein” or “hereunder” and other words of similar import refer to this Agreement Indenture as a whole and not to any particular provision Section, Article or other subdivision; (9) all references to Sections or Articles or Exhibits refer to Sections or Articles or Exhibits of or to this AgreementIndenture unless otherwise indicated; (10) references to agreements or instruments, or to statutes or regulations, are to such agreements or instruments, or statutes or regulations, as amended from time to time (or to successor statutes and regulations); and (e11) in the event that a transaction meets the criteria of more than one category of permitted transactions or listed exceptions the Company may classify such transaction as it, in its sole discretion, determines. (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) As used herein, the term “orproved reserves” is not exclusive and shall have has the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute shall be deemed to refer to given such law or statute as amended or supplemented term from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing at the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating question by the period Society of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, Petroleum Engineers of the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarsAmerican Institute of Mining Engineers.

Rules of Construction. Unless For all purposes of this Agreement and the other Facility Documents, except as otherwise expressly provided or unless the context requires otherwise: otherwise requires, (a) any pronoun used in this Agreement singular words shall include connote the corresponding masculineplural as well as the singular and vice versa (except as indicated), feminine or neuter forms; as may be appropriate, (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms herein,” “hereof”, “herein” or and “hereunder” and other words of similar import used in any Facility Document refer to this Agreement such Facility Document as a whole and not to any particular article, schedule, section, paragraph, clause, exhibit or other subdivision thereof, (c) the headings, subheadings and table of contents set forth in any Facility Document are solely for convenience of reference and shall not constitute a part of such Facility Document nor shall they affect the meaning, construction or effect of any provision hereof, (d) references in any Facility Document to “include” or “including” shall mean include or including, as applicable, without limiting the generality of this Agreement; any description preceding such term, (e) the term “or” is not exclusive and any definition of or reference to any Facility Document, agreement, instrument or other document shall have the inclusive meaning of “and/or”; be construed as referring to such Facility Document, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein or any other Facility Document), (f) defined terms any reference in any Facility Document, including the introduction and recitals to such Facility Document, to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions set forth herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; or in any other applicable agreement), (g) references any reference to any law or statute regulation herein shall be deemed to refer to such law or statute regulation as amended amended, modified, supplemented or supplemented replaced from time to time and shall include all rules and regulations and forms promulgated thereundertime, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement Event of Default shall be deemed continuing until expressly waived in writing by the requisite Lenders, (i) except as set forth herein, references herein to refer the knowledge or actual knowledge of a Person shall mean the actual knowledge following due inquiry of such Person, (j) except as otherwise expressly provided for in this Agreement, any use of “material” or “materially” or words of similar meaning in this Agreement shall mean material, as determined by the Administrative Agent in its reasonable discretion and (k) unless otherwise expressly stated in this Agreement, if at any time any change in generally accepted accounting principles (including the adoption of IFRS) would affect the computation of any covenant (including the computation of any financial covenant) set forth in this Agreement or any other Facility Document, the Borrower and the Administrative Agent shall negotiate in good faith to amend such contract or agreement as covenant to preserve the original intent in light of such change; provided, that, until so amended, modified or supplemented from time (i) such covenant shall continue to time be computed in accordance with its terms; (i) references the application of generally accepted accounting principles prior to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; change and (mii) all references the Borrower shall provide to $the Administrative Agent a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, currency, monetary values between calculations of such covenant made before and dollars set forth herein shall mean United States dollarsafter giving effect to such change in generally accepted accounting principles.

Rules of Construction. Unless the context requires otherwise: otherwise requires: (a) any pronoun used A term has the meaning assigned to it and an accounting term not otherwise defined has the meaning assigned to it in this Agreement shall include the corresponding masculine, feminine or neuter forms; accordance with U.S. GAAP. (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the The terms “includeherein”, “includes”, “includinghereof” or and other words of like similar import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement Master Indenture as a whole and not to any particular provision Article, Section or other subdivision. (c) Unless otherwise indicated in context, all references to Articles, Sections, Appendices, Exhibits or Annexes refer to an Article or Section of, or an Appendix, Exhibit or Annex to, this Master Indenture. (d) Words of this Agreement; the masculine, feminine or neuter gender shall mean and include the correlative words of other genders, and words in the singular shall include the plural, and vice versa. (e) The terms “include”, “including” and similar terms shall be construed as if followed by the term phrase “or” is not exclusive and shall have the inclusive meaning of “and/orwithout limitation”; . (f) defined References in this Master Indenture to an agreement or other document (including this Master Indenture) mean the agreement or other document and all schedules, exhibits, annexes and other materials that are part of such agreement and include references to such agreement or document as amended, supplemented, restated or otherwise modified in accordance with its terms herein will and the provisions of this Master Indenture, and the provisions of this Master Indenture apply equally to both the singular successive events and plural forms and derivative forms of defined terms will have correlative meanings; transactions. (g) references References in this Master Indenture to any law statute or statute other legislative provision shall include any statutory or legislative modification or re-enactment thereof, or any substitution therefor. (h) References in this Master Indenture to the Equipment Notes of any Series include the terms and conditions applicable to the Equipment Notes of such Series; and any reference to any amount of money due or payable by reference to the Equipment Notes of any Series shall include any sum covenanted to be paid by the Issuer under this Master Indenture and the related Series Supplement in respect of the Equipment Notes of such Series. (i) References in this Master Indenture to any action, remedy or method of judicial proceeding for the enforcement of the rights of creditors or of security shall be deemed to refer include, in respect of any jurisdiction other than the State of New York, references to such law action, remedy or statute method of judicial proceeding for the enforcement of the rights of creditors or of security available or appropriate in such jurisdiction as amended shall most nearly approximate such action, remedy or supplemented from time method of judicial proceeding described or referred to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; this Master Indenture. (j) references Where any payment is to “days” are be made, funds applied or any calculation is to calendar days be made hereunder on a day which is not a Business Day, unless this Master Indenture or any other Operative Agreement otherwise indicated; provides, such payment shall be made, funds applied and calculation made on the next succeeding Business Day, and payments shall be adjusted accordingly. (k) when calculating For purposes of determining the period balance of time before which, within which or following which any act is amounts credited to be done or step taken pursuant to this Agreementand/or deposited in an Indenture Account, the date that is the reference date “value” of Permitted Investments deposited in calculating such period and/or credited to an Indenture Account shall be excluded; the lower of the acquisition cost thereof and the then fair market value thereof and the “value” of Dollars and cash equivalents of Dollars (lother than cash equivalents of Dollars included in the definition of Permitted Investments) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarsbe the face value thereof.

Rules of Construction. Unless Interpretation of this Agreement shall be governed by the following rules of construction: (i) the words such as “herein,” “hereinafter,” “hereof,” “hereby,” “hereto,” “hereunder” and derivative or similar words refer to this entire Agreement, including any Schedules or Exhibits hereto, as a whole and not merely to a subdivision in which such words appear unless the context requires otherwise: otherwise requires; (aii) any pronoun words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (iii) references to the terms Article, Section, Schedule and Exhibit are references to the Articles, Sections, Schedules and Exhibits to this Agreement, unless otherwise specified; (iv) references to “US$” shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall include the corresponding masculine, feminine or neuter formsmean “including without limitation,” unless otherwise specified; (bvi) the word “or” shall not be exclusive; (vii) references to Sections, Exhibits, paragraphs “written” or “in writing” include in electronic form; (viii) the headings contained in this Agreement are for reference purposes only and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses shall not affect in any way the meaning or interpretation of this Agreement; (cix) the terms “include”, “includes”, “including” or words parties hereto have each participated in the negotiation and drafting of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not to if any particular provision ambiguity or question of interpretation should arise, this Agreement; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute Agreement shall be construed as including if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or burdening any legal and statutory provisions, rules party by virtue of the authorship of any of the provisions in this Agreement or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statuteany interim drafts thereof; (hx) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; (i) references a reference to any Person include includes such Person and its respective heirs, executors, administrators, successors, legal representatives Person’s successors and permitted assigns; (jxi) references any reference to “days” are to means calendar days unless otherwise indicatedBusiness Days are expressly specified; and (kxii) when calculating the period of time before which, within which or following which any act is to be done or any step is taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” excluded and, if the last day of such period is not a Business Day, the period shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarsend on the next succeeding Business Day.

Rules of Construction. Unless The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context requires otherwise: (a) may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or and neuter forms; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms . The words “include”, ,” “includes”, ,” and “including” or words of like import shall be deemed to be followed by the words 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 (da) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended or otherwise modified (subject to any restrictions on such amendments or modifications set forth herein), (b) any reference herein to any person shall be construed to include such person’s successors and assigns, (c) the terms words “herein,” “hereof”, “herein,” or and “hereunder,” and words of similar import, shall be construed to refer to this Agreement as a whole Indenture in its entirety and not to any particular provision of hereof, (d) all references herein to Articles, Sections, and Appendices shall be construed to refer to Articles and Sections of, and Appendices to, this Agreement; Indenture, (e) the term words “orasset” is not exclusive and “property” shall be construed to have the inclusive same meaning of “and/or”; and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and general intangibles and (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law sections of, or statute rules under, the Securities Act or the Exchange Act shall be deemed to refer to such law include substitute, replacement or statute as amended successor sections or supplemented rules adopted by the SEC from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarstime.

Rules of Construction. Unless For all purposes of this Agreement and the other Facility Documents, except as otherwise expressly provided or unless the context requires otherwise: otherwise requires, (a) any pronoun used in this Agreement singular words shall include connote the corresponding masculineplural as well as the singular and vice versa (except as indicated), feminine or neuter forms; as may be appropriate, (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms herein,” “hereof”, “herein” or and “hereunder” and other words of similar import used in any Facility Document refer to this Agreement such Facility Document as a whole and not to any particular article, schedule, section, paragraph, clause, exhibit or other subdivision thereof, (c) the headings, subheadings and table of contents set forth in any Facility Document are solely for convenience of reference and shall not constitute a part of such Facility Document nor shall they affect the meaning, construction or effect of any provision hereof, (d) references in any Facility Document to “include” or “including” shall mean include or including, as applicable, without limiting the generality of this Agreement; any description preceding such term, (e) the term “or” is not exclusive and any definition of or reference to any Facility Document, agreement, instrument or other document shall have the inclusive meaning of “and/or”; be construed as referring to such Facility Document, agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein or any other Facility Document), (f) defined terms any reference in any Facility Document, including the introduction and recitals to such Facility Document, to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions set forth herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; or in any other applicable agreement), (g) references any reference to any law or statute regulation herein shall be deemed to refer to such law or statute regulation as amended amended, modified, supplemented or supplemented replaced from time to time and shall include all rules and regulations and forms promulgated thereundertime, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement Event of Default shall be deemed continuing until expressly waived in writing by the requisite Lenders or cured pursuant to refer the terms hereof, (i) except as set forth herein, references herein to the knowledge or actual knowledge of a Person shall mean the actual knowledge following due inquiry of such contract Person, (j) except as otherwise expressly provided for in this Agreement, any use of “material” or agreement “materially” or words of similar meaning in this Agreement shall mean material, as determined by the Administrative Agent in its reasonable discretion and (k) unless otherwise expressly stated in this Agreement, if at any time any change in generally accepted accounting principles (including the adoption of IFRS) would affect the computation of any covenant (including the computation of any financial covenant) set forth in this Agreement or any other Facility Document, the Borrower and the Administrative Agent shall negotiate in good faith to amend such covenant to preserve the original intent in light of such change; provided, that, until so amended, modified or supplemented from time (i) such covenant shall continue to time be computed in accordance with its terms; (i) references the application of generally accepted accounting principles prior to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; change and (mii) all references the Borrower shall provide to $the Administrative Agent a written reconciliation, currencyin form and substance reasonably satisfactory to the Administrative Agent, monetary values between calculations of such covenant made before and dollars set forth herein shall mean United States dollarsafter giving effect to such change in generally accepted accounting principles.

Rules of Construction. Unless For all purposes of this Agreement and the other Facility Documents, except as otherwise expressly provided or unless the context requires otherwise: otherwise requires, (a) any pronoun used in this Agreement shall include singular words connote the corresponding masculineplural as well as the singular and vice versa (except as indicated), feminine or neuter forms; as may be appropriate, (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms herein,” “hereof”, “herein” or and “hereunder” and other words of similar import used in any Facility Document refer to this Agreement such Facility Document as a whole and not to any particular article, schedule, section, paragraph, clause, exhibit or other subdivision thereof, (c) the headings, subheadings and table of contents set forth in any Facility Document are solely for convenience of reference and do not constitute a part of such Facility Document nor do they affect the meaning, construction or effect of any provision hereof, (d) references in any Facility Document to “include” or “including” do not limit the generality of this Agreement; any description preceding such term, (e) the term “or” any definition of or reference to any Facility Document, agreement, instrument or other document is not exclusive and shall have the inclusive meaning of “and/or”; a reference to such Facility Document, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein or any other Facility Document), (f) defined terms any reference in any Facility Document, including the introduction and recitals to such Facility Document, to any Person includes such Person’s successors and assigns (subject to any restrictions set forth herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; or in any other applicable agreement), (g) references any reference to any law or statute shall be deemed to refer regulation herein refers to such law or statute regulation as amended amended, modified, supplemented or supplemented replaced from time to time and shall include all rules and regulations and forms promulgated thereundertime, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) any Event of Default will continue until expressly waived in writing by the requisite Lenders, (i) except as set forth herein, references herein to the knowledge or actual knowledge of a Person mean the actual knowledge following due inquiry of such Person, (j) except as otherwise expressly provided for in this Agreement, any contract use of “material” or agreement “materially” or words of similar meaning in this Agreement mean material, as determined by the Administrative Agent in its reasonable discretion and (k) unless otherwise expressly stated in this Agreement, if at any time any change in generally accepted accounting principles (including the adoption of IFRS) would affect the computation of any covenant (including the computation of any financial covenant) set forth in this Agreement or any other Facility Document, the Borrower and the Administrative Agent shall be deemed negotiate in good faith to refer amend such covenant to preserve the original intent in light of such contract or agreement as change; provided, that, until so amended, modified or supplemented from time (i) such covenant will continue to time be computed in accordance with its terms; (i) references the application of generally accepted accounting principles prior to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; change and (mii) all references the Borrower shall provide to $the Administrative Agent a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, currency, monetary values between calculations of such covenant made before and dollars set forth herein shall mean United States dollarsafter giving effect to such change in generally accepted accounting principles.

Rules of Construction. Unless Interpretation of this Agreement and the context requires otherwiseother Transaction Agreements (except as specifically provided in any such other Transaction Agreements, in which case such specified rules of construction shall govern with respect to such other Transaction Agreements) shall be governed by the following rules of construction: (a) any pronoun used words in this Agreement the singular shall be held to include the corresponding masculineplural and vice versa, feminine or neuter formsand words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Preamble, Recitals, Article, Section, paragraph, Schedule and Exhibit are references to the Preamble, Recitals, Articles, Sections, Exhibitsparagraphs, paragraphs Schedules and clauses refer Exhibits to Sections, Schedules, Exhibits paragraphs and clauses of this AgreementAgreement unless otherwise specified; (c) the terms references to “include”$” mean, “includes”, “including” or words of like import and all payments required to be made under this Agreement shall be deemed required to be followed by the words “without limitation”made in, U.S. dollars; (d) the terms word “including” and words of similar import means “including without limitation,” unless otherwise specified; (e) the word “or” shall not be exclusive; (f) the words “herein,” “hereof”, ,” “hereinhereunder” or “hereunderhereby” and similar terms are to be deemed to refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meaningsspecific Section; (g) references to any law or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time the headings are for reference purposes only and shall include all rules and regulations and forms promulgated thereunder, and references to not affect in any law, rule, form way the meaning or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing interpretation of the applicable law, rule, form or statuteTransaction Agreements; (h) the Transaction Agreements shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted; (i) if a word or phrase is defined, the other grammatical forms of such word or phrase have a corresponding meaning; (j) references to any contract statute, listing rule, rule, standard, regulation or agreement shall be deemed other law include a reference to refer the corresponding rules and regulations; (k) references to any section of any statute, listing rule, rule, standard, regulation or other law include any successor or amendment to such contract or agreement as amended, modified or supplemented from time to time in accordance with its termssection; (il) references to any Person include such Person and its respective heirs, executors, administrators, Person’s predecessors or successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before whichwhether by merger, within which consolidation, amalgamation, reorganization or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mailotherwise; and (m) all references to $any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, currencymodified, monetary values and dollars set forth herein shall mean United States dollarssupplemented or replaced from time to time, unless otherwise stated.

Rules of Construction. Unless the context requires otherwise: otherwise requires: (a) any pronoun used A term has the meaning assigned to it and an accounting term not otherwise defined has the meaning assigned to it in this Agreement shall include the corresponding masculine, feminine or neuter forms; accordance with U.S. GAAP. (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the The terms “includeherein”, “includes”, “includinghereof” or and other words of like similar import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement Master Indenture as a whole and not to any particular provision Article, Section or other subdivision. (c) Unless otherwise indicated in context, all references to Articles, Sections, Schedules, Exhibits or Annexes refer to an Article or Section of, or a Schedule, Exhibit or Annex to, this Master Indenture. (d) Words of this Agreement; the masculine, feminine or neuter gender shall mean and include the correlative words of other genders, and words in the singular shall include the plural, and vice versa. (e) The terms “include”, “including” and similar terms shall be construed as if followed by the term phrase “or” is not exclusive and shall have the inclusive meaning of “and/orwithout limitation”; . (f) defined References in this Master Indenture to an agreement or other document (including this Master Indenture) mean the agreement or other document and all schedules, exhibits, annexes and other materials that are part of such agreement and include references to such agreement or document as amended, supplemented, restated or otherwise modified in accordance with its terms herein will and the provisions of this Master Indenture, and the provisions of this Master Indenture apply equally to both the singular successive events and plural forms and derivative forms of defined terms will have correlative meanings; transactions. (g) references References in this Master Indenture to any law statute or statute other legislative provision shall include any statutory or legislative modification or re-enactment thereof, or any substitution therefor. (h) References in this Master Indenture to the Notes of any Series or any Class, as the case may be, include the terms and conditions applicable to the Notes of such Series or such Class, as the case may be, and any reference to any amount of money due or payable by reference to the Notes of any Series or any Class, as the case may be, shall include any sum covenanted to be paid by the Issuer under this Master Indenture and the related Series Supplement in respect of the Notes of such Series or such Class, as applicable. (i) References in this Master Indenture to any action, remedy or method of judicial proceeding for the enforcement of the rights of creditors or of security shall be deemed to refer include, in respect of any jurisdiction other than the State of New York, references to such law action, remedy or statute method of judicial proceeding for the enforcement of the rights of creditors or of security available or appropriate in such jurisdiction as amended shall most nearly approximate such action, remedy or supplemented from time method of judicial proceeding described or referred to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; this Master Indenture. (j) references Where any payment is to “days” are be made, funds applied or any calculation is to calendar days be made hereunder on a day which is not a Business Day, unless this Master Indenture or any other Operative Agreement otherwise indicated; provides, such payment shall be made, funds applied and calculation made on the next succeeding Business Day, and payments shall be adjusted accordingly. (k) when calculating For purposes of determining the period balance of time before which, within which or following which any act is amounts credited to be done or step taken pursuant to this Agreementand/or deposited in an Indenture Account, the date that is the reference date “value” of Permitted Investments deposited in calculating such period and/or credited to an Indenture Account shall be excluded; the lower of the acquisition cost thereof and the then fair market value thereof and the “value” of Dollars and cash equivalents of Dollars (lother than cash equivalents of Dollars included in the definition of Permitted Investments) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarsbe the face value thereof.

Rules of Construction. Unless In this Agreement, except to the extent otherwise provided or that the context requires otherwise: otherwise requires: (a) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated; (b) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any pronoun way the meaning or interpretation of this Agreement; (c) whenever the words “include,” “includes” or “including” are used in this Agreement shall include the corresponding masculineAgreement, feminine or neuter forms; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be they are deemed to be followed by the words “without limitation”; ; (d) the terms words “hereof”, ,” “herein” or and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; ; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law agreement, instrument, statute, rule or statute shall be deemed regulation are to refer to such law the agreement, instrument, statute, rule or statute regulation as amended amended, modified, supplemented or supplemented replaced from time to time and shall (and, in the case of statutes, include all any rules and regulations promulgated under said statutes) and forms promulgated thereunder, and references to any lawsection of any statute, rule, form rule or statute shall be construed as regulation including any legal and statutory provisionssuccessor to said section; (f) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, rules or unless otherwise defined therein; (g) the definitions contained in this Agreement are applicable to the singular as well as the plural forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; of such terms; (h) references to any contract or agreement shall be deemed a person are also to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; successors and permitted assigns; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; monetary amounts are to the lawful currency of the United States; (j) references to “days” are to calendar days unless otherwise indicated; words importing the singular include the plural and vice versa and words importing gender include all genders; (k) when calculating time is of the period essence in the performance of the parties’ respective obligations; and (l) time before which, periods within which or following which any payment is to be made or act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarsthe next Business Day following if the last day of the period is not a Business Day.

Rules of Construction. Unless For all purposes of this Agreement and the other Facility Documents, except as otherwise expressly provided or unless the context requires otherwise: otherwise requires, (a) any pronoun used in this Agreement singular words shall include connote the corresponding masculineplural as well as the singular and vice versa (except as indicated), feminine or neuter forms; as may be appropriate, (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms herein,” “hereof”, “herein” or and “hereunder” and other words of similar import used in any Facility Document refer to this Agreement such Facility Document as a whole and not to any particular article, schedule, section, paragraph, clause, exhibit or other subdivision thereof, (c) the headings, subheadings and table of contents set forth in any Facility Document are solely for convenience of reference and shall not constitute a part of such Facility Document nor shall they affect the meaning, construction or effect of any provision hereof, (d) references in any Facility Document to “include” or “including” shall mean include or including, as applicable, without limiting the generality of this Agreement; any description preceding such term, (e) the term “or” is not exclusive and any definition of or reference to any Facility Document, agreement, instrument or other document shall have the inclusive meaning of “and/or”; be construed as referring to such Facility Document, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein or any other Facility Document), (f) defined terms any reference in any Facility Document, including the introduction and recitals to such Facility Document, to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions set forth herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; or in any other applicable agreement), (g) references any reference to any law or statute regulation herein shall be deemed to refer to such law or statute regulation as amended amended, modified, supplemented or supplemented replaced from time to time and shall include all rules and regulations and forms promulgated thereundertime, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) any Event of Default shall be continuing until expressly waived in writing by the requisite Lenders, (i) except as set forth herein, references herein to the knowledge or actual knowledge of a Person shall mean the actual knowledge following due inquiry of such Person, (j) except as otherwise expressly provided for in this Agreement, any contract use of “material” or agreement “materially” or words of similar meaning in this Agreement shall mean material, as determined by the Administrative Agent in its reasonable discretion, (k) unless otherwise expressly stated in this Agreement, if at any time any change in generally accepted accounting principles (including the adoption of IFRS) would affect the computation of any covenant (including the computation of any financial covenant) set forth in this Agreement or any other Facility Document, the Borrower and the Administrative Agent shall negotiate in good faith to amend such covenant to preserve the original intent in light of such change; provided, that, until so amended, (i) such covenant shall continue to be computed in accordance with the application of generally accepted accounting principles prior to such change and (ii) the Borrower shall provide to the Administrative Agent a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such covenant made before and after giving effect to such change in generally accepted accounting principles, (l) the words “execution,” “signed,” “signature,” and words of like import in this Agreement shall be deemed to refer include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to such contract or agreement the extent and as amendedprovided for in any applicable law, modified or supplemented from time to time including the Federal Electronic Signatures in accordance with its terms; (i) references to any Person include such Person Global and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this AgreementNational Commerce Act, the date that is New York State Electronic Signatures and Records Act, or any other similar state laws based on the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; Uniform Electronic Transactions Act and (m) all references any reference in any Facility Document to $the Interest Collection Subaccount or the Principal Collection Subaccount (or, currencyin each case, monetary values amounts on deposit therein) shall be deemed to include any Interest Proceeds or any Principal Proceeds, respectively, in the CAD Collection Account, the EUR Collection Account and dollars set forth herein shall mean United States dollarsthe GBP Collection Account.

Rules of Construction. Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (b) references to Sections, Exhibits, paragraphs The words “hereof,” “herein,” “hereunder,” “hereto,” and clauses other words of similar import refer to Sections, Schedules, Exhibits paragraphs and clauses this Deed of this Agreement; (c) the Trust in its entirety. The terms “agree” and “agreements” mean and include “covenant” and “covenants.” The words “include”, “includes”, ” and “including” or words of like import shall be deemed to be interpreted as if followed by the words “without limitation”; (d) .” The headings of this Deed of Trust are for convenience of reference only and shall not be considered a part hereof and are not in any way intended to define, limit or enlarge the terms “hereof”. All references (a) made in the neuter, “herein” masculine or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute feminine gender shall be deemed to refer have been made in all such genders, (b) made in the singular or plural number shall be deemed to such law have been made, respectively, in the plural or statute singular number as amended well, (c) to the Loan Documents are to the same as extended, amended, restated, supplemented or supplemented otherwise modified from time to time and unless expressly indicated otherwise, (d) to the Land, Improvements, Personalty, Real Property or Property shall include mean all rules and regulations and forms promulgated thereunderor any portion of each of the foregoing, respectively, and references (e) to any lawArticles or Sections are to the respective Articles or Sections contained in this Deed of Trust unless expressly indicated otherwise. Any term used or defined in the Uniform Commercial Code of the State, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented in effect from time to time time, which is not defined in accordance with its terms; (i) references this Deed of Trust shall have the meaning ascribed to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating that term in the period Uniform Commercial Code of time before which, within which or following which any act the State. If a term is to be done or step taken pursuant to this Agreementdefined in Article 9 of the Uniform Commercial Code of the State differently than in another Article of the Uniform Commercial Code of the State, the date that is term shall have the reference date meaning specified in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarsArticle 9.

Rules of Construction. Unless the context requires otherwise: otherwise requires: (a) any pronoun used A term has the meaning assigned to it and an accounting term not otherwise defined has the meaning assigned to it in this Agreement shall include the corresponding masculine, feminine or neuter forms; accordance with U.S. GAAP. (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the The terms “includeherein”, “includes”, “includinghereof” or and other words of like similar import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement Master Indenture as a whole and not to any particular provision Article, Section or other subdivision. (c) Unless otherwise indicated in context, all references to Articles, Sections, Schedules, Exhibits or Annexes refer to an Article or Section of, or a Schedule, Exhibit or Annex to, this Master Indenture. (d) Words of this Agreement; the masculine, feminine or neuter gender shall mean and include the correlative words of other genders, and words in the singular shall include the plural, and vice versa. (e) The terms “include”, “including” and similar terms shall be construed as if followed by the term phrase “or” is not exclusive and shall have the inclusive meaning of “and/orwithout limitation”; . (f) defined References in this Master Indenture to an agreement or other document (including this Master Indenture) mean the agreement or other document and all schedules, exhibits, annexes and other materials that are part of such agreement and include references to such agreement or document as amended, supplemented, restated or otherwise modified in accordance with its terms herein will and the provisions of this Master Indenture, and the provisions of this Master Indenture apply equally to both the singular successive events and plural forms and derivative forms of defined terms will have correlative meanings; transactions. (g) references References in this Master Indenture to any law statute or statute other legislative provision shall include any statutory or legislative modification or re-enactment thereof, or any substitution therefor. (h) References in this Master Indenture to the Securities of any Series or any Class, as the case may be, include the terms and conditions applicable to the Securities of such Series or such Class, as the case may be, and any reference to any amount of money due or payable by reference to the Securities of any Series or any Class, as the case may be, shall include any sum covenanted to be paid by the Issuer under this Master Indenture and the related Series Supplement in respect of the Securities of such Series or such Class, as applicable. (i) References in this Master Indenture to any action, remedy or method of judicial proceeding for the enforcement of the rights of creditors or of security shall be deemed to refer include, in respect of any jurisdiction other than the State of New York, references to such law action, remedy or statute method of judicial proceeding for the enforcement of the rights of creditors or of security available or appropriate in such jurisdiction as amended shall most nearly approximate such action, remedy or supplemented from time method of judicial proceeding described or referred to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; this Master Indenture. (j) references Where any payment is to “days” are be made, funds applied or any calculation is to calendar days be made hereunder on a day which is not a Business Day, unless this Master Indenture or any other Operative Agreement otherwise indicated; provides, such payment shall be made, funds applied and calculation made on the next succeeding Business Day, and payments shall be adjusted accordingly. (k) when calculating For purposes of determining the period balance of time before which, within which or following which any act is amounts credited to be done or step taken pursuant to this Agreementand/or deposited in an Indenture Account, the date that is the reference date “value” of Permitted Investments deposited in calculating such period and/or credited to an Indenture Account shall be excluded; the lower of the acquisition cost thereof and the then fair market value thereof and the “value” of Dollars and cash equivalents of Dollars (lother than cash equivalents of Dollars included in the definition of Permitted Investments) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarsbe the face value thereof.

Rules of Construction. Unless In this Agreement, except to the extent otherwise provided or that the context requires otherwise: otherwise requires: (a) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated; (b) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any pronoun way the meaning or interpretation of this Agreement; (c) whenever the words "include," "includes" or "including" are used in this Agreement shall include the corresponding masculineAgreement, feminine or neuter forms; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be they are deemed to be followed by the words “"without limitation”; "; (d) the terms “words "hereof”," "herein" and "hereunder" and words of similar import, “herein” or “hereunder” when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; ; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law agreement, instrument, statute, rule or statute shall be deemed regulation are to refer to such law the agreement, instrument, statute, rule or statute regulation as amended amended, modified, supplemented or supplemented replaced from time to time and shall (and, in the case of statutes, include all any rules and regulations promulgated under said statutes) and forms promulgated thereunder, and references to any lawsection of any statute, rule, form rule or statute shall be construed as regulation including any legal and statutory provisionssuccessor to said section; (f) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, rules or unless otherwise defined therein; (g) the definitions contained in this Agreement are applicable to the singular as well as the plural forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; of such terms; (h) references to any contract or agreement shall be deemed a person are also to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; successors and permitted assigns; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; monetary amounts are to the lawful currency of the United States; (j) references to “days” are to calendar days unless otherwise indicated; words importing the singular include the plural and vice versa and words importing gender include all genders; (k) when calculating time is of the period essence in the performance of the parties' respective obligations; and (l) time before which, periods within which or following which any payment is to be made or act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollars.the next Business Day following if the last day of the period is not a Business Day. ARTICLE II

Rules of Construction. Unless the context requires otherwise: otherwise requires: (a) any pronoun used A term has the meaning assigned to it and an accounting term not otherwise defined has the meaning assigned to it in this Agreement shall include the corresponding masculine, feminine or neuter forms; accordance with U.S. GAAP. (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the The terms “includeherein”, “includes”, “includinghereof” or and other words of like similar import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement Master Indenture as a whole and not to any particular provision Article, Section or other subdivision. (c) Unless otherwise indicated in context, all references to Articles, Sections, Appendices, Exhibits or Annexes refer to an Article or Section of, or an Appendix, Exhibit or Annex to, this Master Indenture. (d) Words of this Agreement; the masculine, feminine or neuter gender shall mean and include the correlative words of other genders, and words in the singular shall include the plural, and vice versa. (e) The terms “include”, “including” and similar terms shall be construed as if followed by the term phrase “or” is not exclusive and shall have the inclusive meaning of “and/orwithout limitation”; . (f) defined References in this Master Indenture to an agreement or other document (including this Master Indenture) mean the agreement or other document and all schedules, exhibits, annexes and other materials that are part of such agreement and include references to such agreement or document as amended, supplemented, restated or otherwise modified in accordance with its terms herein will and the provisions of this Master Indenture, and the provisions of this Master Indenture apply equally to both the singular successive events and plural forms and derivative forms of defined terms will have correlative meanings; transactions. (g) references References in this Master Indenture to any law statute or statute other legislative provision shall include any statutory or legislative modification or re-enactment thereof, or any substitution therefor. (h) References in this Master Indenture to the Equipment Notes of any Series include the conditions applicable to the Equipment Notes of such Series; and any reference to any amount of money due or payable by reference to the Equipment Notes of any Series shall include any sum covenanted to be paid by Issuer under this Master Indenture in respect of the Equipment Notes of such Series. (i) References in this Master Indenture to any action, remedy or method of judicial proceeding for the enforcement of the rights of creditors or of security shall be deemed to refer include, in respect of any jurisdiction other than the State of New York, references to such law action, remedy or statute method of judicial proceeding for the enforcement of the rights of creditors or of security available or appropriate in such jurisdiction as amended shall most nearly approximate such action, remedy or supplemented from time method of judicial proceeding described or referred to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; this Master Indenture. (j) references Where any payment is to “days” are be made, funds applied or any calculation is to calendar days be made hereunder on a day which is not a Business Day, unless any Operative Agreement otherwise indicated; provides, such payment shall be made, funds applied and calculation made on the next succeeding Business Day, and payments shall be adjusted accordingly. (k) when calculating For purposes of determining the period balance of time before which, within which or following which any act is amounts credited to be done or step taken pursuant to this Agreementand/or deposited in an Indenture Account, the date that is the reference date “value” of Permitted Investments deposited in calculating such period and/or credited to an Indenture Account shall be excluded; the lower of the acquisition cost thereof and the then fair market value thereof and the “value” of Dollars and cash equivalents of Dollars (lother than cash equivalents of Dollars included in the definition of Permitted Investments) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarsbe the face value thereof.

Rules of Construction. Unless Interpretation of this Agreement and the context requires otherwiseother Transaction Agreements (except as specifically provided in any such other Transaction Agreements, in which case such specified rules of construction shall govern with respect to such other Transaction Agreements) shall be governed by the following rules of construction: (a) any pronoun used words in this Agreement the singular shall be held to include the corresponding masculineplural and vice versa, feminine or neuter formsand words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Preamble, Recitals, Article, Section, paragraph, Schedule and Exhibit are references to the Preamble, Recitals, Articles, Sections, Exhibitsparagraphs, paragraphs Schedules and clauses refer Exhibits to Sections, Schedules, Exhibits paragraphs and clauses of this AgreementAgreement unless otherwise specified; (c) the terms references to “include”, “includes”, “including$” or words of like import shall be deemed to be followed by the words “without limitation”mean U.S. dollars; (d) the terms word “including” and words of similar import shall mean “including without limitation,” unless otherwise specified; (e) the word “or” shall not be exclusive; (f) the words “herein,” “hereof”, ,” “hereinhereunder” or “hereunderhereby” and similar terms are to be deemed to refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meaningsspecific Section; (g) references to any law or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time the headings are for reference purposes only and shall include all rules and regulations and forms promulgated thereunder, and references to not affect in any law, rule, form way the meaning or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing interpretation of the applicable law, rule, form or statuteTransaction Agreements; (h) references the Transaction Agreements shall be construed without regard to any contract presumption or agreement shall rule requiring construction or interpretation against the party drafting or causing any instrument to be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its termsdrafted; (i) references to any Person include if a word or phrase is defined, the other grammatical forms of such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assignsword or phrase have a corresponding meaning; (j) references to “days” are any statute, listing rule, rule, standard, regulation or other law include a reference to calendar days unless otherwise indicated(A) the corresponding rules and regulations and (B) each of them as amended, modified, supplemented, consolidated, replaced or rewritten from time to time; and (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” any section of any statute, listing rule, rule, standard, regulation or “written” shall other law include electronic mail; and (m) all references any successor to $, currency, monetary values and dollars set forth herein shall mean United States dollarssuch section.

Rules of Construction. Unless For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires otherwise: (ai) any pronoun singular words shall connote the plural as well as the singular, and vice versa (except as indicated), as may be appropriate, (ii) the words “herein,” “hereof” and “hereunder” and other words of similar import used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not to any particular article, schedule, section, paragraph, clause, exhibit or other subdivision, (iii) the headings, subheadings and table of contents set forth in this Agreement are solely for convenience of reference and shall not constitute a part of this Agreement nor shall they affect the meaning, construction or effect of any provision hereof, (iv) references in this Agreement to “include” or “including” shall mean include or including, as applicable, without limiting the generality of any description preceding such term, and for purposes hereof the rule of ejusdem generis shall not be applicable to limit a general statement, followed by or referable to an enumeration of specific matters, to matters similar to those specifically mentioned, (v) each of the parties to this Agreement and its counsel have reviewed and revised, or requested revisions to, this Agreement, and the rule of construction that any ambiguities are to be resolved against the drafting party shall be inapplicable in the construction and interpretation of this Agreement; , (evi) the term “or” is not exclusive any definition of or reference to any Facility Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (vii) any reference herein to any Person shall be construed to include such Person’s successors and shall have the inclusive meaning of “and/or”; assigns (fsubject to any restrictions set forth herein or in any other applicable agreement), (viii) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references any reference to any law or statute regulation herein shall be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement regulation as amended, modified or supplemented from time to time in accordance with its terms; time, (iix) references unless otherwise provided herein, each reference to any Person include such Person time means New York, New York time and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (jx) references any reference to “daysexecute”, “executed”, “sign”, “signed”, “signature” are or any other like term hereunder shall include execution by electronic signature (including, without limitation, any .pdf file, .jpeg file, or any other electronic or image file, or any “electronic signature” as defined under the U.S. Electronic Signatures in Global and National Commerce Act (“E-SIGN”) or the New York Electronic Signatures and Records Act (“ESRA”), which includes any electronic signature provided using Orbit, Adobe Sign, DocuSign, or any other similar platform identified by the Borrower and reasonably available at no undue burden or expense to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this AgreementCollateral Agent, the date that is Collateral Administrator or the reference date Document Custodian and acceptable to the Administrative Agent in calculating its reasonable discretion together with any requested certificate of completion or other evidence of authentication), except to the extent the Collateral Agent, the Collateral Administrator or the Document Custodian requests otherwise. Any such period electronic signatures shall be excluded; (l) references valid, effective and legally binding as if such electronic signatures were handwritten signatures and shall be deemed to “writing” or “written” shall include electronic mail; have been duly and (m) validly delivered for all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarspurposes hereunder.

Rules of Construction. Unless the context requires otherwise: (a) any pronoun used The captions or headings in this Agreement are strictly for convenience and shall not be considered in interpreting this Agreement or as amplifying or limiting any of its content. Words in this Agreement that import the singular connotation shall be interpreted as plural, and words that import the plural connotation shall be interpreted as singular, as the identity of the parties or objects referred to may require. References to "person" or "entity" each include natural persons and legal entities, including corporations, limited liability companies, partnerships, sole proprietorships, business divisions, unincorporated associations, governmental entities, and any entities entitled to bring an action in, or that are subject to suit in an action before, any state or federal court of the corresponding masculine, feminine or neuter forms; United States. (b) Unless expressly defined herein, words having well-known technical or trade meanings shall be so construed. (c) Except as set forth to the contrary herein, any right or remedy of ▇▇▇▇▇▇▇▇ or WinStar shall be cumulative and without prejudice to any other right or remedy, whether contained herein or not. (d) Nothing in this Agreement is intended to provide any legal rights to anyone not an executing party of this Agreement except under the indemnification and insurance provisions and except that (i) the Released Parties shall have the benefit of Sections 16.3, 24.2(a) and 24.5(a) and (ii) the Facility Owners/Lenders shall be entitled to rely on and have the benefit of Sections 13.2 and 24.5(b). (e) This Agreement has been fully negotiated between ▇▇▇▇▇▇▇▇ and WinStar. (f) In the event of a conflict between the provisions of this Agreement and those of any Exhibit, the provisions of this Agreement shall prevail and such Exhibit shall be corrected accordingly, provided that the provisions of Exhibit K shall prevail over conflicting provisions in the Agreement or in any Exhibit. Notwithstanding the above, terms defined in Section 7 of Exhibit K shall not supersede terms defined in the Agreement or in other Exhibits except as used in Exhibit K. (g) Except as otherwise set forth herein, for the purpose of this Agreement the normal standards of performance within the telecommunications industry in the relevant market shall be the measure of whether a party's performance is reasonable and timely. (h) Except as the context otherwise indicates, all references to Exhibits, Articles, Sections, ExhibitsSubsections, paragraphs Clauses, and clauses Paragraphs refer to provisions of this Agreement. (i) The failure of either ▇▇▇▇▇▇▇▇ or WinStar to enforce any of the provisions of this Agreement, or the waiver thereof in any instance, shall not be construed as a general waiver or relinquishment on its part of any such provision, but the same shall nevertheless be and remain in full force and effect. (j) This Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York without reference to its choice of law principles. All disputes referred to arbitration and the statute of limitations and the remedies for any wrongs that may be found shall be governed by the laws of such state. If a proceeding is brought for the enforcement of this Agreement or because of any alleged or actual dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and other costs and expenses incurred in such action or proceeding in addition to any other relief to which such party may be entitled. (k) If any term, covenant or condition in this Agreement shall, to any extent, be invalid or unenforceable in any respect under the laws governing this Agreement, the remainder of this Agreement shall not be affected thereby, and each term, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. (l) The parties acknowledge and agree that: (i) the payment deductions ("Payment Deductions") set forth in Sections 5.2(g), 6.1(c) and 10.4 (collectively, the "Deduction Sections, Schedules, Exhibits paragraphs and clauses ") shall not limit ▇▇▇▇▇▇▇▇' liability or serve as a sole or exclusive remedy for ▇▇▇▇▇▇▇▇' default under any portion of this Agreement; (cii) WinStar may seek any other rights or remedies it may have against ▇▇▇▇▇▇▇▇ for any default hereunder; (iii) none of the Deduction Sections modify or otherwise limit any other term or condition of this Agreement; (iv) the terms “include”, “includes”, “including” one hundred and twenty (120) day periods specified in the Deduction Sections shall only 39 be applicable with respect to the Deduction Sections and such periods shall in no manner whatsoever be construed or words interpreted to extend ▇▇▇▇▇▇▇▇' cure periods or other timing of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not to any particular other obligation set forth in any other provision of this Agreement; and (ev) WinStar's compliance with the term “or” is Deduction Sections shall not exclusive and shall constitute a breach of the Payment Terms. ▇▇▇▇▇▇▇▇ hereby waives any rights it may have to use the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to Deduction Sections as a claim or defense against any law or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time other provision in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollars.

Rules of Construction. Unless Except where stated otherwise in this Agreement, the context requires otherwise: following rules of interpretation apply to this Agreement, (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (b) references to Sections, Exhibits, paragraphs “either” and clauses refer to Sections, Schedules, Exhibits paragraphs “or” are not exclusive and clauses of this Agreement; (c) the terms “include”, “includes”, ” and “including” or words of like import shall be deemed to be followed by the words “without limitation”; are not limiting, (db) the terms “hereof”, “hereto”, “hereby”, “herein” or and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement; , (c) “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”, (d) descriptive headings, the table of defined terms and the table of contents are inserted for convenience only and do not affect in any way the meaning or interpretation of this Agreement, (e) definitions contained in this Agreement are applicable to the term “or” is not exclusive and shall have singular as well as the inclusive meaning plural forms of “and/or”; such terms, (f) defined terms herein will apply equally references to both the singular a Person are also to its permitted successors and plural forms and derivative forms of defined terms will have correlative meanings; assigns, (g) references to any law an “Article”, “Section”, “Exhibit”, “Annex” or statute shall be deemed to “Schedule” refer to such law an Article or statute as amended Section of, or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunderan Exhibit, and references to any lawAnnex or Schedule to, rulethis Agreement, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract “$” or agreement shall be deemed otherwise to dollar amounts refer to such contract or agreement as amendedthe lawful currency of the United States, modified or supplemented from time to time in accordance with its terms; (i) references to a federal, state, local or foreign statute or Law shall mean such Law as from time to time amended, modified or supplemented, and include any Person include such Person rules, regulations and its respective heirsdelegated legislation issued thereunder, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; any communication by any Governmental Authority includes a communication by the staff of such Governmental Authority and (k) when calculating the period of time before which, within which or following which words denoting any act is gender will be deemed to include all genders and words denoting natural persons will be deemed to include business entities and vice versa. The language used in this Agreement will be deemed to be done the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party hereto. No summary of this Agreement prepared by any party will affect the meaning or step taken pursuant to interpretation of this Agreement. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any Law, regulation, holding or ruling of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. Whenever the final day for performance of an obligation under this Agreement, other than an obligation under Section 5.2, falls on a day other than a business day, the time period for performance thereof will automatically be extended to the next day that is a business day. The term “made available to Parent” as it relates to materials provided to Parent means copies of the subject materials which were made available to Parent or any of its Affiliates or Representatives either (i) in the Data Room or (ii) in writing with respect to materials specifically referenced in the Company Disclosure Letter or which become available after the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarsof this Agreement.

Rules of Construction. Unless the context requires otherwise: (a) Each of the Parties acknowledges and agrees that this Agreement has been diligently reviewed by and negotiated by and between them, that in such negotiations each of them has been represented by competent counsel and that the final agreement contained herein, including the language whereby it has been expressed, represents the joint efforts of the Parties hereto and their counsel. Accordingly, in the event an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement. (b) The definitions of the terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or and neuter forms; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms . The words “include”, “includes”, ” and “including” or words of like import shall be deemed to be followed by the words phrase “without limitation”; . The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “any” shall mean “any and all” unless otherwise clearly indicated by context. “$” as used in this Agreement means the lawful currency of the United States. Where either Party’s consent is required hereunder, except as otherwise specified herein, such Party’s consent may be granted or withheld in such Party’s sole discretion. (dc) Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein), (ii) any reference to any laws herein shall be construed as referring to such laws as from time to time enacted, repealed or amended, (iii) any reference herein to any person shall be construed to include the person’s successors and assigns, (iv) the terms words “hereofherein”, “hereinhereof” or and “hereunder” ”, and words of similar import, shall be construed to refer to this Agreement as a whole in its entirety and not to any particular provision hereof, and (v) all references herein to Articles, Sections or Appendices, unless otherwise specifically provided, shall be construed to refer to Articles, Sections and Appendices of this Agreement; . (ed) References to sections of the term “or” is not exclusive Code of Federal Regulations and to the United States Code shall have mean the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute shall cited sections, as these may be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarstime.

Rules of Construction. Unless Except as otherwise explicitly specified to the context requires otherwise: contrary, (a) each reference to a Section, Exhibit or Schedule means a Section of, or Schedule or Exhibit to this Agreement, unless another agreement is specified, (b) the word “including” will be construed as “including without limitation,” (c) references to a particular statute or regulation include all rules and regulations thereunder and any pronoun used predecessor or successor statute, rules or regulation, in each case as amended or otherwise modified from time to time, (d) words in the singular or plural form include the plural and singular form, respectively, (e) references to a particular Person include such Person’s successors and assigns to the extent not prohibited by this Agreement shall include and (f) all pronouns and any variations thereof refer to the corresponding masculine, feminine or neuter forms; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses singular or plural as the identity of this Agreement; (c) the terms “include”, “includes”, “including” Person or words of like import shall be deemed to be followed by the words “without limitation”; (d) the Persons may require. The terms “hereof”, “herein” or ”, “hereunder”, “hereto” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) the term . The word “or” shall not be exclusive. All references herein to “$” are to United States dollars. Any accounting term used in this Agreement shall have, unless otherwise specifically provided herein, the meaning customarily given such term in accordance with GAAP and all financial computations hereunder will be computed, unless otherwise specifically provided herein, in accordance with GAAP consistently applied. All references herein to any period of days shall mean the relevant number of calendar days unless otherwise specified. Whenever any action must be taken hereunder on or by a day that is not exclusive a Business Day, then such action may be validly taken on or by the next day that is a Business Day. The phrases “date of this Agreement,” “date hereof” and shall have terms of similar impart, unless the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute context otherwise requires, shall be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time date set forth in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period preamble of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date . Whenever this Agreement provides that is the reference date in calculating such period shall be excluded; (l) references to documents have been “writingdelivered” or “writtenmade available” shall include electronic mail; and (m) all references to $Purchaser, currency, monetary values and dollars set forth herein shall mean United States dollarssuch documents have been posted in a virtual data room for access by Purchaser or otherwise delivered to Purchaser or its Representatives.

Rules of Construction. Unless Rules of construction with respect to accounting terms used in the Agreement or the other Loan Documents shall be as set forth or referred to in this Section 1.2. All other undefined terms contained in any of the Loan Documents shall, unless the context requires indicates otherwise: (a) , have the meanings provided for by the Code to the extent the same are used or defined therein; in the event that any pronoun used term is defined differently in this different Articles or Divisions of the Code, the definition contained in Article or Division 9 shall control. Unless otherwise specified, references in the Agreement or any of the Appendices to a Section, subsection or clause refer to such Section, subsection or clause as contained in the Agreement. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to the Agreement as a whole, including all Annexes, Exhibits and Schedules, as the same may from time to time be amended, restated, modified or supplemented, and not to any particular section, subsection or clause contained in the Agreement or any such Annex, Exhibit or Schedule. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the corresponding singular and the plural, and pronouns stated in the masculine, feminine or neuter forms; (b) references to Sectionsgender shall include the masculine, Exhibits, paragraphs feminine and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms neuter genders. The words “includeincluding”, “includes”, ” and “includinginclude” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) the term word “or” is not exclusive and shall have the inclusive meaning of “and/or”exclusive; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to Persons include their respective successors and assigns (to the extent and only to the extent permitted by the Loan Documents) or, in the case of governmental Persons, Persons succeeding to the relevant functions of such Persons; and all references to statutes and related regulations shall include any law amendments of the same and any successor statutes and regulations. Whenever any provision in any Loan Document refers to the knowledge (or statute an analogous phrase) of any Loan Party, such words are intended to signify that such Loan Party has actual knowledge or awareness of a particular fact or circumstance or, as applicable, actual knowledge of the existence of any Default, Event of Default or other event that has had a Material Adverse Effect. Definitions of agreements and instruments in Section 1 shall be deemed to mean and refer to such law or statute as amended or supplemented from time to time agreements and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement instruments as amended, modified modified, supplemented, restated, substituted or supplemented replaced from time to time in accordance with its terms; (i) references to any Person include such Person their respective terms and its respective heirs, executors, administrators, successors, legal representatives the terms of this Agreement and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarsother Loan Documents.

Rules of Construction. Unless the context requires otherwise: (a) All terms defined in this Indenture shall have the defined meanings when used in any pronoun certificate or other document made or delivered pursuant hereto unless otherwise defined therein. (b) Where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting computation is required to be made, for the purpose of this Indenture, such determination or calculation shall be made in accordance with GAAP. When used herein, the term “financial statement” shall include the notes and schedules thereto. All accounting determinations and computations hereunder or under any other Transaction Documents shall be made without duplication. (c) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement Indenture shall include the corresponding masculine, feminine or neuter forms; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement Indenture as a whole and not to any particular provision of this AgreementIndenture; and Section, subsection, Schedule and Exhibit references contained in this Indenture are references to Sections, subsections, Schedules and Exhibits in or to this Indenture unless otherwise specified. (ed) In this Indenture, unless the term context otherwise requires: (i) “or” is not exclusive and shall have the inclusive meaning of “and/or”; exclusive; (fii) defined terms herein will apply equally to both the singular includes the plural and plural forms and derivative forms of defined terms will have correlative meanings; vice versa; (giii) references reference to any law or statute shall be deemed Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Indenture, and reference to refer any Person in a particular capacity only refers to such law Person in such capacity; (iv) reference to any gender includes the other gender; (v) reference to any Requirement of Law means such Requirement of Law as amended, modified, codified or statute as amended reenacted, in whole or supplemented in part, and in effect from time to time and shall include all rules and regulations and forms promulgated thereundertime; (vi) unless otherwise specified in this Indenture, and references reference to any lawagreement, rule, form document or statute instrument shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract agreement, document or agreement instrument as amended, restated, supplemented or otherwise modified or supplemented from time to time in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollars.time;

Rules of Construction. Unless the context requires otherwise: In this Tariff, unless otherwise provided herein: (a) any pronoun used in this Agreement shall words denoting the singular include the corresponding masculine, feminine or neuter forms; plural and vice versa; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; words denoting a gender include all genders; (c) references to a particular part, clause, section, paragraph, article, exhibit, schedule, appendix or other attachment shall be a reference to a part, clause, section, paragraph, or article of, or an exhibit, schedule, appendix or other attachment to, this Tariff; (d) the terms “include”exhibits, “includes”schedules and appendices attached hereto are incorporated herein by reference and shall be construed with an as an integral part of this Tariff to the same extent as if they were set forth verbatim herein; (e) a reference to any statute, “including” regulation, proclamation, ordinance or words law includes all statutes, regulations, proclamations, amendments, ordinances or laws varying, consolidating or replacing the same from time to time, and a reference to a statute includes all regulations, policies, protocols, codes, proclamations and ordinances issued or otherwise applicable under that statute unless, in any such case, otherwise expressly provided in any such statute or in this Tariff; (f) a reference to a particular section, paragraph or other part of like import a particular statute shall be deemed to be followed by a reference to any other section, paragraph or other part substituted therefor from time to time; (g) a definition of or reference to any document, instrument or agreement includes any amendment or supplement to, or restatement, replacement, modification or novation of, any such document, instrument or agreement unless otherwise specified in such definition or in the context in which such reference is used; (h) a reference to any person (as hereinafter defined) includes such person’s successors and permitted assigns in that designated capacity; (i) any reference to “days” shall mean calendar days unless “Business Days” (as hereinafter defined) are expressly specified; (j) if the date as of which any right, option or election is exercisable, or the date upon which any amount is due and payable, is stated to be on a date or day that is not a Business Day, such right, option or election may be exercised, and such amount shall be deemed due and payable, on the next succeeding Business Day with the same effect as if the same was exercised or made on such date or day (without, in the case of any such payment, the payment or accrual of any interest or other late payment or charge, provided such payment is made on such next succeeding Business Day); (k) words such as “without limitation”; (d) the terms hereunder,” “hereto,” “hereof”, ” and “herein” or “hereunder” and other words of similar import shall, unless the context requires otherwise, refer to this Agreement Tariff as a whole and not to any particular provision of this Agreementarticle, section, subsection, paragraph or clause hereof; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references a reference to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writinginclude” or “writtenincluding” means including without limiting the generality of any description preceding such term, and for purposes hereof the rule of ejusdem generis shall include electronic mail; and (m) all references not be applicable to $limit a general statement, currencyfollowed by or referable to an enumeration of specific matters, monetary values and dollars set forth herein shall mean United States dollarsto matters similar to those specifically mentioned.

Rules of Construction. Unless For purposes of this Agreement, whenever the context requires otherwiserequires: (a) any pronoun the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders. Except as otherwise indicated, all references in this Agreement to “Sections” or “Exhibits” are intended to refer to Sections of this Agreement and Exhibits or Annexes to this Agreement. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references to “dollars” or “$” shall refer to the lawful currency of the United States. As used in this Agreement shall include Agreement, the corresponding masculine, feminine or neuter forms; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, word “including” or and words of like similar import shall mean including without limiting the generality of any description preceding such term, unless otherwise specified. The word “or” will not be exclusive. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Whenever used in this Agreement, any noun or pronoun will be deemed to include the plural as well as the singular and to cover all genders. Any reference to any Person shall be construed to include such Person’s successors and assigns. The words “ordinary course of business” and “ordinary course” shall mean the ordinary course of business consistent with past practice. All references to days or months shall be deemed references to be followed by calendar days or months unless otherwise specified herein. Any reference to (i) any Governmental Body includes any successor to that Governmental Body; and (ii) any applicable Legal Requirement refers to such applicable Legal Requirement as amended, modified, supplemented, or replaced from time to time (and, in the words “without limitation”; (dcase of statutes, include any rule and regulation promulgated under such statute) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute section of any applicable Legal Requirement includes any successor to such section (provided that, for purposes of any representation and warranty in this Agreement that is made as of a specific date, references to any Legal Requirement shall be deemed to refer to such law Legal Requirement, as amended, and to any rule or statute as amended or supplemented from time to time and shall include all rules and regulations and forms regulation promulgated thereunder, and references to any lawin each case, ruleas of such date). The underlined headings contained in this Agreement are for convenience of reference only, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall not be deemed to refer be a part of this Agreement and shall not be referred to such contract in connection with the construction or agreement as amended, modified or supplemented from time interpretation of this Agreement. The parties agree that any rule of construction to time in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” the effect that ambiguities are to calendar days unless otherwise indicated; (k) when calculating be resolved against the period drafting party shall not be applied in the construction or interpretation of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollars.

Rules of Construction. (a) Unless the context requires otherwise: (a) any pronoun used otherwise requires, in this Agreement shall include Agreement: (i) a term has the corresponding meaning assigned to it and an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; (ii) words of the masculine, feminine or neuter forms; gender shall mean and include the correlative words of other genders; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (ciii) the terms “include”, “includes”, ,” “including” or words of like import and similar terms shall be deemed to be construed as if followed by the words phrase “without limitation”; ; (div) unless otherwise specified, references to a contract or agreement include references to such contract or agreement as from time to time amended, restated, reformed, supplemented or otherwise modified in accordance with its terms (subject to any restrictions on such amendments, restatements, reformations, supplements or modifications set forth herein), and include any annexes, exhibits and schedules hereto or thereto, as the case may be; (v) any reference to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment, transfer or delegation set forth herein or in the other Transaction Document) and any reference to a Person in a particular capacity excludes such Person in other capacities; (vi) references to any Applicable Law shall include such Applicable Law as from time to time in effect, including any amendment, modification, codification, replacement, or reenactment thereof or any substitution therefor; (vii) the terms word “will” shall be construed to have the same meaning and effect as the word “shall”; (viii) the words “hereof”, ,” “herein,” or “hereunder” and similar terms shall refer to this Agreement as a whole and not to any particular provision of hereof, and Article, Section and Exhibit references herein are references to Articles and Sections of, and Exhibits to, this Agreement; Agreement unless otherwise specified; (eix) the term “or” is not exclusive and definitions of terms shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined the terms will have correlative meanings; defined; (gx) references to any law or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing in the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the computation of a period of time before which, within which or following which any act is from a specified date to be done or step taken pursuant to this Agreementa later specified date, the date that is word “from” means “from and including” and each of the reference date in calculating such period shall be excluded; (l) references words “to” and “until” means “to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollars.but excluding”;

Rules of Construction. Unless For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires otherwise: (ai) any pronoun singular words shall connote the plural as well as the singular, and vice versa (except as indicated), as may be appropriate, (ii) the words “herein,” “hereof” and “hereunder” and other words of similar import used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not to any particular article, schedule, section, paragraph, clause, exhibit or other subdivision, (iii) the headings, subheadings and table of contents set forth in this Agreement are solely for convenience of reference and shall not constitute a part of this Agreement nor shall they affect the meaning, construction or effect of any provision hereof, (iv) references in this Agreement to “include” or “including” shall mean include or including, as applicable, without limiting the generality of any description preceding such term, and for purposes hereof the rule of ejusdem generis shall not be applicable to limit a general statement, followed by or referable to an enumeration of specific matters, to matters similar to those specifically mentioned, (v) each of the parties to this Agreement and its counsel have reviewed and revised, or requested revisions to, this Agreement, and the rule of construction that any ambiguities are to be resolved against the drafting party shall be inapplicable in the construction and interpretation of this Agreement; , (evi) the term “or” is not exclusive any definition of or reference to any Facility Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (vii) any reference herein to any Person shall be construed to include such Person’s successors and shall have the inclusive meaning of “and/or”; assigns (fsubject to any restrictions set forth herein or in any other applicable agreement), (viii) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references any reference to any law or statute regulation herein shall be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement regulation as amended, modified or supplemented from time to time in accordance with its terms; time, (iix) references unless otherwise provided herein, each reference to any Person include such Person time means New York, New York time and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (jx) references any reference to “daysexecute”, “executed”, “sign”, “signed”, “signature” are or any other like term hereunder shall include execution by electronic signature (including, without limitation, any .pdf file, .jpeg file, or any other electronic or image file, or any “electronic signature” as defined under the U.S. Electronic Signatures in Global and National Commerce Act (“E-SIGN”) or the New York Electronic Signatures and Records Act (“ESRA”), which includes any electronic signature provided using Orbit, Adobe Sign, DocuSign, or any other similar platform identified by the Borrower and reasonably available at no undue burden or expense to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this AgreementCollateral Agent, the date that is Collateral Administrator or the reference date in calculating Document Custodian), except to the extent the Collateral Agent, the Collateral Administrator or the Document Custodian requests otherwise. Any such period electronic signatures shall be excluded; (l) references valid, effective and legally binding as if such electronic signatures were handwritten signatures and shall be deemed to “writing” or “written” shall include electronic mail; have been duly and (m) validly delivered for all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarspurposes hereunder.

Rules of Construction. Unless In the interpretation of this Agreement, unless otherwise provided or the context requires otherwise: otherwise requires: (a) The singular includes the plural and vice versa and, in particular (but without limiting the generality of the foregoing), any pronoun word or expression defined in the singular has the corresponding meaning used in this Agreement shall include the corresponding masculine, feminine or neuter forms; plural and vice versa; (b) references Any reference to Sectionsany gender includes the other gender; (c) Any reference to an Article, ExhibitsSection, paragraphs and clauses refer Exhibit, clause, subclause, paragraph, subparagraph, Schedule or recital is a reference to Sectionsan Article, SchedulesSection, Exhibits paragraphs and clauses Exhibit, clause, subclause, paragraph, subparagraph, Schedule or recital of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; ; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not Any reference to any particular provision of this Agreement; agreement, instrument or other document (i) shall include all appendices, exhibits and schedules thereto and all agreements, documents or other writings incorporated by reference therein, and (ii) shall be a reference to such agreement, instrument or other document as amended, supplemented, modified, suspended, restated or novated from time to time; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references Any reference to any law or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and all statutory provisions, rules or forms provisions consolidating, amending, succeeding amending or replacing such statute and all governmental regulations and rules promulgated thereunder; (f) Any reference to "writing" includes printing, typing, lithography and other means of reproducing words in a visible form; (g) Any reference to a time or date or to a local time or date is a reference to the applicable lawtime and date in Atlanta, rule, form or statute; Georgia; (h) references The headings and Article, Section and paragraph numbering contained in this Agreement are used solely for convenience and do not constitute a part of this Agreement, nor shall such headings and numbering be used in any manner to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time aid in accordance with its terms; the construction of this Agreement; (i) References herein to the "Transferor Disclosure Schedules" mean the disclosure schedules, dated as of the date hereof, which have been delivered by the Transferor to InterCept and the Company and all other documents, agreements, and other items disclosed by Transferor in writing to InterCept and the Company and attached to such schedules in connection with this Agreement, and references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assignsa numbered Transferor Disclosure Schedule shall mean that portion of the Transferor Disclosure Schedules that refers to the specific section or subsection of Article 5 of this Agreement; --------- (j) references The terms "disclosed by InterCept" and "disclosed by the Company" mean and include, unless the context indicates otherwise, with respect to “days” are to calendar days unless otherwise indicated; information concerning any event, fact or circumstance, information contained in the Company's Disclosure Schedules in this Agreement and the other Contribution Agreements (defined in Section 12.4). ------------ (k) when calculating the period of time before whichThe term "including" means "including, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollars.without limitation";

Rules of Construction. Unless For purposes of this Agreement, the context requires otherwiseparties hereto agree that: (a) any pronoun used in this Agreement whenever the context requires, the singular number shall include the corresponding masculineplural, feminine or neuter formsand vice versa; (b) references the word “extent” in the phrase “to Sectionsthe extent” means the degree to which a subject or other thing extends, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreementdoes not simply mean “if”; (c) the terms words “include”, “includes”, ” and “including,” or words and variations thereof, shall not be deemed to be terms of like import limitation, but rather shall be deemed to be followed by the words “without limitation”; ;” (d) the terms “hereof”, “herein” or “hereunder” refer meaning assigned to each capitalized term defined and used in this Agreement as a whole and not to any particular provision of this Agreement; (e) or the term “or” Merger Agreement is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally applicable to both the singular and the plural forms of such term, and derivative words denoting any gender include all genders; (e) where a word or phrase is defined in this Agreement or the Merger Agreement, each of its other grammatical forms has a corresponding meaning unless the context otherwise requires; (f) a reference to any specific Legal Requirement or to any provision of defined terms any Legal Requirement includes any amendment to, and any modification, re-enactment or successor thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued or promulgated thereunder or pursuant thereto, except that, for purposes of any representations and warranties in this Agreement that are made as a specific date, references to any specific Legal Requirement will have correlative meaningsbe deemed to refer to such legislation or provision (and all rules, regulations and statutory instruments issued or promulgated thereunder or pursuant thereto) as of such date; (g) references to any law or statute shall be deemed Contract are to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement that Contract as amended, modified or supplemented as of the date of this Agreement or, thereafter from time to time in accordance with its termstime; (h) the word “or” shall not be exclusive (i.e., “or” shall be deemed to mean “and/or”); (i) all references to any Person include such Person “dollars” or “$” are to U.S. Dollars, unless expressly stated otherwise; and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the measure of a period of time before whichone (1) month or year for purposes of this Agreement will be the date of the following month or year corresponding to the starting date; provided, within which however, if no corresponding date exists, then the end date of such period being measured will be the next actual date of the following month or year (for example, one month following which any act August 18 is September 18 and one month following August 31 is October 1). The headings contained in this Agreement are for convenience of reference only, shall not be deemed to be done a part of this Agreement and shall not be referred to in connection with the construction or step taken pursuant to interpretation of this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollars.

Rules of Construction. Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; (i) references to any Person include such Person and its their respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (ji) references to “days” are to calendar days unless otherwise indicated; (kj) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (lk) references to “writing” or “written” shall include electronic mail; and (ml) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollars.

Rules of Construction. Unless the context requires otherwise: The following rules of construction shall be followed when interpreting this Agreement: (a) any pronoun used in this Agreement shall Words importing the singular also include the corresponding masculine, feminine or neuter forms; plural and vice versa; (b) references References to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; natural persons or parties include firms or any other entity having legal capacity; (c) Words importing one gender include the terms other gender; (d) The words “include”, ,” “including,” and variants thereof mean “includes”, “includingbut not limited to” and corresponding variant expressions; (e) Except as otherwise set forth herein, all references contained herein to contracts, agreements, or words of like import other documents shall be deemed to mean such contracts, agreements or documents, as the same may be followed by the words “without limitation”; (d) the terms “hereof”modified, “herein” supplemented, or “hereunder” refer amended from time to this Agreement as a whole and not to any particular provision of this Agreement; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; time; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references Each reference to any applicable law or statute shall be deemed to refer construed as a reference to such applicable law as it may have been, or statute as amended or supplemented may from time to time be, amended, replaced, extended or re-enacted and shall include any subordinate legislation, rule or regulation promulgated under any such applicable law and all rules protocols, codes, proclamations and regulations ordinances issued or otherwise applicable under any such law; (g) The terms “hereof,” “herein,” “hereto,” “hereunder” and forms promulgated thereunderwords of similar or like import, refer to this entire Agreement and references to not any lawone particular Article, ruleSection, form Schedule, or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; other subdivision of this Agreement; (h) references Any reference to “business day” shall mean any contract day except Saturday, Sunday or agreement any day which is a legal holiday or a day on which banking institutions are authorized or required by law or other government action to close in Washington, D.C. or Port Vila, Vanuatu; and any reference to “day” shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its termsmean a calendar day; and (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references Any reference to “daysmonth,” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writingquarter” or “writtenyear” shall include electronic mail; have the common meaning given such terms based on a calendar year beginning on January 1 and (m) all references to $ending on December 31 and divided into four approximately equal quarters beginning on each January 1, currencyApril 1, monetary values July 1 and dollars set forth herein shall mean United States dollarsOctober 1 of each such respective calendar year.

Rules of Construction. Unless the context requires otherwise: otherwise requires, in this Agreement: (a) any pronoun used An accounting term not otherwise defined has the meaning assigned to it in this Agreement shall include accordance with GAAP. (b) Words of the corresponding masculine, feminine or neuter forms; (b) references to Sections, Exhibits, paragraphs gender shall mean and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses include the correlative words of this Agreement; other genders. (c) The definitions of terms shall apply equally to the singular and plural forms of the terms defined. (d) The terms “include”, “includes”, “including” or words of like import and similar terms shall be deemed to be construed as if followed by the words phrase “without limitation”; . [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (de) Unless otherwise specified, references to an agreement or other document include references to such agreement or document as from time to time amended, restated, reformed, supplemented or otherwise modified in accordance with the terms thereof (subject to any restrictions on such amendments, restatements, reformations, supplements or modifications set forth herein or in any of the other Transaction Documents) and include any annexes, exhibits and schedules attached thereto. (f) References to any Applicable Law shall include such Applicable Law as from time to time in effect, including any amendment, modification, codification, replacement or reenactment thereof or any substitution therefor. (g) References to any Person shall be construed to include such Person’s successors and permitted assigns (subject to any restrictions on assignment, transfer or delegation set forth herein or in any of the other Transaction Documents), and any reference to a Person in a particular capacity excludes such Person in other capacities. (h) The word “will” shall be construed to have the same meaning and effect as the word “shall”. (i) The words “hereof”, “herein” or ”, “hereunder” and similar terms when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) the term “or” is not exclusive hereof, and shall have the inclusive meaning of “and/or”; (f) defined terms Article, Section and Exhibit references herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) are references to any law or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time Articles and shall include all rules and regulations and forms promulgated thereunderSections of, and references to any lawExhibits to, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days this Agreement unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarsspecified.

Rules of Construction. Unless the context requires otherwise: otherwise requires: (a) any pronoun used in this Agreement shall include a term has the corresponding masculine, feminine or neuter forms; meaning assigned to it herein; (b) references an accounting term not otherwise defined has the meaning assigned to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; it in accordance with GAAP; (c) any item or list of items set forth following the terms “include”, “includes”, word “including” or words of like import “include” shall not be deemed construed as indicating that the category in which such item or items are so included are limited to be followed by the words “without limitation”; such item or items similar to such items; (d) the terms word “hereof”or” is not exclusive; (e) words in the singular include the plural, and in the plural include the singular; (f) all references in this Indenture to (i) any designated “hereinArticle” or “Section” or any other subdivision are to the designated Article or Section or other subdivision, as the case may be, of this Indenture and (ii) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement Indenture as a whole and not to any particular provision of this Agreement; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; Article or Section or other subdivision; (g) references “$,” “U.S. Dollars” and “United States Dollars” each refer to United States dollars or such other money of the United States that at the time of payment is legal tender for payment of public and private debts, and “euro” and “€” each refer to the currency of the European Economic and Monetary Union or such other money of the European Economic and Monetary Union that at the time of payment is legal tender for payment of public and private debts; (h) whenever in this Indenture or the terms of the Notes there is mentioned, in any context, principal, purchase price in connection with a purchase of Notes, interest or any other amount payable on or with respect to any law Note or statute Guarantee, such mention shall be deemed to refer include payment of Additional Amounts as described in Section 4.9 to the extent that, in such law context, Additional Amounts are, were or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall would be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statutepayable in respect thereof; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; and (i) references to any Person sections of or rules under the Securities Act will be deemed to include such Person and its respective heirssubstitute, executors, administrators, successors, legal representatives and permitted assigns; (j) references replacement of successor sections or rules adopted by the Commission from time to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarstime.

Rules of Construction. Unless For all purposes of this Agreement and the other Facility Documents, except as otherwise expressly provided or unless the context requires otherwise: otherwise requires, (a) any pronoun used in this Agreement singular words shall include connote the corresponding masculineplural as well as the singular and vice versa (except as indicated), feminine or neuter forms; as may be appropriate, (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms herein,” “hereof”, “herein” or and “hereunder” and other words of similar import used in any Facility Document refer to this Agreement such Facility Document as a whole and not to any particular article, schedule, section, paragraph, clause, exhibit or other subdivision thereof, (c) the headings, subheadings and table of contents set forth in any Facility Document are solely for convenience of reference and shall not constitute a part of such Facility Document nor shall they affect the meaning, construction or effect of any provision hereof, (d) references in any Facility Document to “include” or “including” shall mean include or including, as applicable, without limiting the generality of this Agreement; any description preceding such term, (e) the term “or” is not exclusive and any definition of or reference to any Facility Document, agreement, instrument or other document shall have the inclusive meaning of “and/or”; be construed as referring to such Facility Document, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein or any other Facility Document), (f) defined terms any reference in any Facility Document, including the introduction and recitals to such Facility Document, to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions set forth herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; or in any other applicable agreement), (g) references any reference to any law or statute regulation herein shall be deemed to refer to such law or statute regulation as amended amended, modified, supplemented or supplemented replaced from time to time and shall include all rules and regulations and forms promulgated thereundertime, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement Event of Default shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time continuing until expressly waived in accordance with its terms; Section 13.01 or, with respect to an event that is capable of being remedied, such Event of Default has been remedied, (i) except as set forth herein, references herein to any the knowledge or actual knowledge of a Person include shall mean the actual knowledge following due inquiry of such Person and its respective heirsPerson, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless except as otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to expressly provided for in this Agreement, any use of “material” or “materially” or words of similar meaning in this Agreement shall mean material, as determined by the date that is the reference date Administrative Agent in calculating such period shall be excluded; its reasonable discretion, (lk) references to “writing” include printing, typing, lithography, electronic or “written” shall include electronic mail; other means of reproducing words in a visible form and (ml) all references to $unless otherwise expressly stated in this Agreement, currency, monetary values and dollars if at any time any change in generally accepted accounting principles (including the adoption of IFRS) would affect the computation of any covenant (including the computation of any financial covenant) set forth herein in this Agreement or any other Facility Document, the Borrower and the Administrative Agent shall mean United States dollarsnegotiate in good faith to amend such covenant to preserve the original intent in light of such change; provided, that, until so amended, (i) such covenant shall continue to be computed in accordance with the application of generally accepted accounting principles prior to such change and (ii) the Borrower shall provide to the Administrative Agent a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such covenant made before and after giving effect to such change in generally accepted accounting principles.

Rules of Construction. Unless For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires otherwise: (a) any pronoun singular words shall connote the plural as well as the singular, and vice versa (except as indicated), as may be appropriate, and “or” is not exclusive, (b) the words “herein,” “hereof” and “hereunder” and other words of similar import used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not to any particular article, schedule, section, paragraph, clause, exhibit or other subdivision, (c) the headings, subheadings and table of contents set forth in this Agreement are solely for convenience of reference and shall not constitute a part of this Agreement nor shall they affect the meaning, construction or effect of any provision hereof, (d) references in this Agreement to “include” or “including” shall mean include or including, as applicable, without limiting the generality of any description preceding such term, and for purposes hereof the rule of ejusdem generis shall not be applicable to limit a general statement, followed by or referable to an enumeration of specific matters, to matters similar to those specifically mentioned, (e) each of the parties to this Agreement and its counsel have reviewed and revised, or requested revisions to, this Agreement, and the rule of construction that any ambiguities are to be resolved against the drafting party shall be inapplicable in the construction and interpretation of this Agreement; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; , (f) defined terms any definition of or reference to any Facility Document, agreement, instrument or other document herein will apply equally shall be construed as referring to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (g) references any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions set forth herein or in any other applicable agreement), (h) any reference to any law or statute regulation herein shall be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement regulation as amended, modified or supplemented from time to time in accordance with its terms; and (i) references each reference to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein without further specification shall mean United States dollarsthe local time in New York, New York.

Rules of Construction. (a) Unless the context requires otherwise: (a) any pronoun used otherwise requires, in this Agreement Agreement: (i) a term has the meaning assigned to it and an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; (ii) unless otherwise defined, all terms that are defined in the UCC shall include have the corresponding meanings stated in the UCC; (iii) words of the masculine, feminine or neuter forms; gender shall mean and include the correlative words of other genders; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (civ) the terms “include”, “includes”, ,” “including” or words of like import and similar terms shall be deemed to be construed as if followed by the words phrase “without limitation”; ; (dv) unless otherwise specified, references to a contract or agreement include references to such contract or agreement as from time to time amended, restated, reformed, supplemented or otherwise modified in accordance with its terms (subject to any restrictions on such amendments, restatements, reformations, supplements or modifications set forth herein), and include any annexes, exhibits and schedules hereto or thereto, as the case may be; (vi) any reference to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment, transfer or delegation set forth herein or in any of the other Transaction Document) and any reference to a Person in a particular capacity excludes such Person in other capacities; (vii) references to any Applicable Law shall include such Applicable Law as from time to time in effect, including any amendment, modification, codification, replacement, or reenactment thereof or any substitution therefor; (viii) the terms word “will” shall be construed to have the same meaning and effect as the word “shall”; (ix) the words “hereof”, ,” “herein,” or “hereunder” and similar terms shall refer to this Agreement as a whole and not to any particular provision of hereof, and Article, Section and Exhibit references herein are references to Articles, Sections of, and Exhibits to, this Agreement; Agreement unless otherwise specified; (ex) the term “or” is not exclusive and definitions of terms shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined the terms will have correlative meanings; defined; (gxi) references to any law or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing in the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the computation of a period of time before which, within which or following which any act is from a specified date to be done or step taken pursuant to this Agreementa later specified date, the date that is word “from” means “from and including” and each of the reference date in calculating such period shall be excludedwords “to” and “until” means “to but excluding”; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollars.and

Rules of Construction. (a) Unless the context requires otherwise: (a) any pronoun used otherwise requires, in this Agreement Purchase and Sale Agreement: (i) a term has the meaning assigned to it and an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; (ii) unless otherwise defined, all terms that are defined in the UCC shall include have the corresponding meanings stated in the UCC; (iii) words of the masculine, feminine or neuter forms; gender shall mean and include the correlative words of other genders; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (civ) the terms “include”, “includes”, ,” “including” or words of like import and similar terms shall be deemed to be construed as if followed by the words phrase “without limitation”; ; (dv) the terms “hereof”unless otherwise specified, “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law a contract or statute shall be deemed to refer agreement include references to such law contract or statute agreement as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunderamended, restated, reformed, supplemented or otherwise modified in accordance with its terms (subject to any restrictions on such amendments, restatements, reformations, supplements or modifications set forth herein), and references include any annexes, exhibits and schedules hereto or thereto, as the case may be; provided, however, that, unless otherwise specified, terms defined in Section 1.1 by reference to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any other contract or agreement shall be deemed to refer to such contract or agreement as amendedin effect on the date of this Purchase and Sale Agreement; (vi) any reference to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment, modified transfer or supplemented delegation set forth herein or in any of the other Transaction Document) and any reference to a Person in a particular capacity excludes such Person in other capacities; (vii) references to any Applicable Law shall include such Applicable Law as from time to time in accordance with its terms; effect, including any amendment, modification, codification, replacement, or reenactment thereof or any substitution therefor; (iviii) the word “will” shall be construed to have the same meaning and effect as the word “shall”; (ix) the words “hereof,” “herein,” “hereunder” and similar terms shall refer to this Purchase and Sale Agreement as a whole and not to any particular provision hereof, and Article, Section and Exhibit references herein are references to any Person include such Person Articles and its respective heirsSections of, executorsand Exhibits to, administrators, successors, legal representatives this Purchase and permitted assigns; (j) references to “days” are to calendar days Sale Agreement unless otherwise indicated; specified; (kx) when calculating the definitions of terms shall apply equally to the singular and plural forms of the terms defined; (xi) in the computation of a period of time before which, within which or following which any act is from a specified date to be done or step taken pursuant to this Agreementa later specified date, the date that is word “from” means “from and including” and each of the reference date in calculating such period shall be excluded; (l) references words “to” and “until” means “to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollars.but excluding”;

Rules of Construction. Unless the context requires otherwiseIn this Agreement: (a) any pronoun used in the words “herein,” “hereof,” “hereto,” “hereunder,” “hereby” and similar words refer to this Agreement shall include as a whole (and not to the corresponding masculineparticular sentence, feminine paragraph, Article or neuter formsSection where they appear); (b) references to Sectionsterms used in the plural include the singular, Exhibitsand vice versa, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreementunless the context clearly requires otherwise; (c) unless otherwise required by the context in which they appear, the terms “include”assets” and “properties” are used interchangeably; (d) unless expressly stated herein to the contrary, “includes”reference to any document means such document as amended or modified and as in effect from time to time in accordance with the terms thereof; (e) unless expressly stated herein to the contrary, reference to any Law means such Law as amended, modified, codified, replaced or reenacted, in whole or in part, and as in effect as of the date hereof, including any rule or regulation promulgated thereunder; (f) the words “including,” or words of like import shall be “include” and variations thereof are deemed to be followed by the words “without limitation”; (dg) “or” is used in the terms sense of “hereofand/or”, ; “hereinany” is used in the sense of “any or all”; and “with respect to” any item includes the concept “of” such item or “hereunderunder” refer such item or any similar relationship regarding such item; (h) unless expressly stated herein to this Agreement as a whole and not the contrary, reference to any particular provision an Article, Section, Schedule, Disclosure Schedule or Exhibit is to an article, section, schedule, disclosure or exhibit, respectively, of this Agreement; (ei) when calculating a period of time, the term “or” day that is the initial reference day in calculating such period will be excluded and, if the last day of such period is not exclusive and shall have a Business Day, such period will end on the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assignsnext day that is a Business Day; (j) references to unless otherwise required by the context in which they appear, the terms “daysshall” and “will” are to calendar days unless otherwise indicatedused interchangeably; (k) when calculating the period phrase “the date hereof” means the date of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, as stated in the date that is the reference date in calculating such period shall be excludedfirst paragraph hereof; and (l) references to “writing” any accounting term used in this Agreement will have, unless otherwise specifically provided herein, the meaning customarily given such term in accordance with GAAP, and all financial computations hereunder will be computed, unless otherwise specifically provided herein, in accordance with GAAP. The Parties participated jointly in the negotiation and drafting of this Agreement and the other Transaction Documents, and each Party was represented by legal counsel in connection with this Agreement and the other Transaction Documents, and each Party and each Party’s counsel have reviewed and revised this Agreement and the other Transaction Documents; therefore, if an ambiguity or “written” shall include electronic mail; question of intent or interpretation arises, then this Agreement the other Transaction Documents will be construed as if drafted jointly by the Parties and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarsno presumption or burden of proof will arise favoring or disfavoring either Party by virtue of the authorship of any of the terms hereof or thereof.

Rules of Construction. Unless the context requires otherwise: otherwise requires: (a) any pronoun used A term has the meaning assigned to it and an accounting term not otherwise defined has the meaning assigned to it in this Agreement shall include the corresponding masculine, feminine or neuter forms; accordance with GAAP. (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the The terms “includeherein”, “includes”, “includinghereof” or and other words of like similar import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement Indenture as a whole and not to any particular provision Article, Section or other subdivision. (c) Unless otherwise indicated in context, all references to Articles, Sections, Schedules or Exhibits refer to an Article or Section of, or a Schedule or Exhibit to, this Indenture. (d) Words of this Agreement; the masculine, feminine or neuter gender shall mean and include the correlative words of other genders, and words in the singular shall include the plural, and vice versa. (e) The terms “include”, “including” and similar terms shall be construed as if followed by the term phrase “or” is not exclusive and shall have the inclusive meaning of “and/orwithout limitation”; . (f) defined terms herein will apply equally Unless otherwise indicated, references to both a subclass of Notes shall be to the singular Class G-1 Notes or to another subclass of Refinancing Notes or Additional Notes, as applicable; and plural forms and derivative forms references to a class of defined terms will have correlative meanings; Notes shall be to the Initial Notes or to a class of Refinancing Notes or Additional Notes, as applicable. (g) References in this Indenture to an agreement or other document (including this Indenture) include references to such agreement or document as amended, replaced or otherwise modified (without, however, limiting the effect of the provisions of this Indenture with regard to any law such amendment, replacement or statute shall be deemed modification), and the provisions of this Indenture apply to refer successive events and transactions. References to such law or statute as amended or supplemented from time to time and any Person shall include all rules such Person’s successors in interest and regulations and forms promulgated thereunderpermitted assigns. (h) References in this Indenture to any statute or other legislative provision shall include any statutory or legislative modification or re-enactment thereof, or any substitution therefor, and references to any law, rule, form or statute governmental Person shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references include reference to any contract governmental Person succeeding to the relevant functions of such Person. (i) References in this Indenture to the Notes of any class or agreement subclass include the conditions applicable to the Notes of such class or subclass; and any reference to any amount of money due or payable by reference to the Notes of any class or subclass shall include any sum covenanted to be paid by the Issuer under this Indenture. (j) References in this Indenture to any action, remedy or method of judicial proceeding for the enforcement of the rights of creditors or of security shall be deemed to refer include, in respect of any jurisdiction other than the state of New York, references to such contract action, remedy or agreement method of judicial proceeding for the enforcement of the rights of creditors or of security available or appropriate in such jurisdiction as amendedshall most nearly approximate such action, modified remedy or supplemented from time method of judicial proceeding described or referred to time in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; this Indenture. (k) when calculating the period of time before which, within which or following which Where any act payment is to be done made, funds applied or step taken pursuant any calculation is to this Agreementbe made hereunder on a day which is not a Business Day, the date that is the reference date in calculating unless any Related Document otherwise provides, such period payment shall be excluded; made, funds applied and calculation made on the next succeeding Business Day, and payments (lunless otherwise provided for in respect of the Notes) references shall be adjusted accordingly. Where any calculation is to “writing” be made hereunder on a Calculation Date or “written” any amount hereunder is in respect of a Calculation Date, such calculation shall include electronic mail; be made as of the close of business on such Calculation Date and (m) all references to $, currency, monetary values and dollars set forth herein such amount shall mean United States dollarsbe in respect of the close of business on such Calculation Date.

Rules of Construction. Unless Interpretation of this Supply Agreement shall be governed by the context requires otherwisefollowing rules of construction: (a) any pronoun used words in this Agreement the singular shall be held to include the corresponding masculineplural and vice versa, feminine or neuter formsand words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph and Appendix are references to the Articles, Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses Appendices of this AgreementSupply Agreement unless otherwise specified; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” ”, “hereby”, “hereto”, and derivative or “hereunder” similar words refer to this Agreement as a whole entire Supply Agreement, including the Appendices and not Exhibits hereto; (d) references to any particular provision of this Agreement“$” shall mean U.S. dollars; (e) the term word “orincluding” is not exclusive and words of similar import when used in this Supply Agreement shall have the inclusive meaning of mean “and/or”including without limitation,” unless otherwise specified; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meaningsword “or” shall not be exclusive; (g) references to any law “written” or statute “in writing” include in electronic mail form; (h) provisions shall be deemed apply, when appropriate, to refer to such law or statute as amended or supplemented from time to time successive events and transactions; (i) the headings contained in this Supply Agreement are for reference purposes only and shall include not affect in any way the meaning or interpretation of this Supply Agreement; (j) Supplier and Purchaser have each participated in the negotiation and drafting of this Supply Agreement and all rules appendices and regulations and forms promulgated thereunderif an ambiguity or question of interpretation should arise, and references to any law, rule, form or statute this Supply Agreement shall be construed as including if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening either Party by virtue of the authorship of any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing of the applicable law, rule, form or statuteprovisions in any of this Supply Agreement; (hk) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; (i) references a reference to any Person include includes such Person and its respective heirs, executors, administrators, successors, legal representatives Person’s successors and permitted assigns; (jl) references any reference to “days” are to means calendar days unless otherwise indicatedBusiness Days are expressly specified; and (km) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Supply Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” , and if the last day of such period is not a Business Day, the period shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarsend on the next succeeding Business Day.

Rules of Construction. Unless the context requires otherwise: (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. (b) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or and neuter forms; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; . (c) the terms The words “include”, ,” “includes”, ” and “including” or words of like import shall be deemed to be followed by the words phrase “without limitation.”; (d) The word “will” shall be construed to have the terms same meaning and effect as the word “shall.” (e) Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein to any person shall be construed to include such person’s successors and assigns (subject to any restrictions on such assignments set forth herein), (iii) the words “herein,” “hereof”, “herein” or and “hereunder,” and words of similar import shall be construed to refer to this Agreement as a whole in its entirety and not to any particular provision of this Agreement; hereof, (eiv) the term “or” is not exclusive all references herein to Articles, Sections, Schedules and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute Exhibits shall be deemed construed to refer to such law or statute as amended or supplemented from time to time Articles and shall include all rules and regulations and forms promulgated thereunderSections of, and references Schedules and Exhibits to, this Agreement, (v) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, (vi) any reference to any law, rule, form rule or statute regulation shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable to mean that law, rulerule or regulation as amended and in effect from time to time, form or statute; and (hvii) references to any contract or an agreement shall be deemed to refer to such contract or agreement as amended, modified restated or supplemented novated from time to time time. Where either Party’s consent or approval is required hereunder, except as otherwise specified herein, such Party’s consent or approval may be granted or withheld in such Party’s sole discretion. (f) Each covenant in this Agreement shall be given independent effect, and the fact that any act or omission may be permitted by one covenant and prohibited or restricted by any other covenant (whether or not dealing with the same or similar events) shall not be construed as creating any ambiguity, conflict or other basis to consider any matter other than the express terms hereof in determining the meaning or construction of such covenants and the enforcement thereof in accordance with its their respective terms; . (ig) references to This Agreement is being entered into by and between competent and sophisticated parties who are experienced in business matters and represented by legal counsel and other advisors, and has been reviewed by the parties and their legal counsel and other advisors. Therefore, any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating ambiguous language in this Agreement will not be construed against any particular party as the period drafter of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarslanguage.

Rules of Construction. Unless In the interpretation of this Agreement, unless otherwise provided or the context requires otherwise: otherwise requires: (a) The singular includes the plural and vice versa and, in particular (but without limiting the generality of the foregoing), any pronoun word or expression defined in the singular has the corresponding meaning used in this Agreement shall include the corresponding masculine, feminine or neuter forms; plural and vice versa; (b) references Any reference to Sectionsany gender includes the other gender; (c) Any reference to an Article, ExhibitsSection, paragraphs and clauses refer Exhibit, clause, subclause, paragraph, subparagraph, Schedule or recital is a reference to Sectionsan Article, SchedulesSection, Exhibits paragraphs and clauses Exhibit, clause, subclause, paragraph, subparagraph, Schedule or recital of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; ; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not Any reference to any particular provision of this Agreement; agreement, instrument or other document (1) shall include all appendices, exhibits and schedules thereto and all agreements, documents or other writings incorporated by reference therein, and (2) shall be a reference to such agreement, instrument or other document as amended, supplemented, modified, suspended, restated or novated from time to time; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references Any reference to any law or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and all statutory provisions, rules or forms provisions consolidating, amending, succeeding amending or replacing such statute and all governmental regulations and rules promulgated thereunder; (f) Any reference to "writing" includes printing, typing, lithography ------- and other means of reproducing words in a visible form; (g) Any reference to a time or date or to a local time or date is a reference to the applicable lawtime and date in Atlanta, rule, form or statute; Georgia; (h) references The headings and Article, Section and paragraph numbering contained in this Agreement are used solely for convenience and do not constitute a part of this Agreement, nor shall such headings and numbering be used in any manner to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time aid in accordance with its terms; the construction of this Agreement; (i) References herein to the "Company Disclosure Schedules" mean the disclosure schedules, dated as of the date hereof, which have been delivered by the Company and/or the Shareholders to the Purchaser and all other documents, agreements, and other items disclosed by the Company and/or the Shareholders in writing to the Purchaser and attached to such schedules in connection with this Agreement, and references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; a numbered Company Disclosure Schedule shall mean that portion of the Company Disclosure Schedules that refers to the specific section or subsection of Article 5 of this Agreement; (j) references The term "disclosed by Purchaser" means and includes, with respect to “days” are to calendar days unless otherwise indicated; (k) when calculating information concerning any event, fact or circumstance, information contained in the period of time before whichPurchaser's Disclosure Schedules, within which or following which any act is to be done or step taken pursuant to in this Agreement, Agreement and the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollars.other Purchase Agreements;

Rules of Construction. Unless For purposes of computation of periods of time hereunder, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.” All undefined terms contained in any of the Loan Documents shall, unless the context requires indicates otherwise: (a) , have the meanings provided for by the UCC to the extent the same are used or defined therein; if any pronoun used term is defined differently in different Articles or Divisions of the UCC, the definition contained in Article or Division 9 shall control. Unless otherwise specified, references in this Agreement or any of the Schedules to a Section, Subsection or clause refer to such Section, Subsection or clause as contained in this Agreement. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to the Agreement as a whole, including all Schedules, as the same may from time to time be amended, restated, modified or supplemented, and not to any particular Section, Subsection or clause contained in this Agreement or any such Schedule. Wherever from the context it appears appropriate, each term, including terms defined in Section 1.1, stated in either the singular or plural shall include the corresponding singular and the plural, and pronouns stated in the masculine, feminine or neuter forms; (b) references to Sectionsgender shall include the masculine, Exhibits, paragraphs feminine and clauses refer to Sections, Schedules, Exhibits paragraphs neuter genders. The words “including,” “includes” and clauses of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) the term word “or” is not exclusive and shall have the inclusive meaning of “and/or”exclusive; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute shall be deemed Persons include their respective successors and assigns (to refer the extent and only to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunderthe extent permitted by the Loan Documents) or, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing in the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; (i) references to case of any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is a Governmental Authority, Persons succeeding to the reference date in calculating relevant functions of such period shall be excluded; (l) references to “writing” or “written” shall include electronic mailPersons; and (m) all references to $statutes and related regulations shall include any amendments of the same and any successor statutes and regulations. Whenever any provision in any Loan Document refers to the knowledge (or an analogous phrase) of any Credit Party, currencysuch words are intended to signify that such Credit Party has actual knowledge or awareness of a particular fact or circumstance or that such Credit Party, monetary values and dollars set forth herein shall mean United States dollarsif it had exercised reasonable diligence, would have known or been aware of such fact or circumstance.

Rules of Construction. Unless the context requires otherwise: otherwise requires, in this Agreement: (a) any pronoun used a term has the meaning assigned to it and an accounting term not otherwise defined has the meaning assigned to it in this Agreement shall include accordance with GAAP; (b) words of the corresponding masculine, feminine or neuter forms; gender shall mean and include the correlative words of other genders; (bc) the definitions of terms shall apply equally to the singular and plural forms of the terms defined; (d) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; the term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or”; (ce) the terms “include”, “includes”, “including” or words of like import and similar terms shall be deemed to be construed as if followed by the words phrase “without limitation”; (f) unless otherwise specified, references to an agreement or other document include references to such agreement or document as from time to time amended, restated, reformed, supplemented or otherwise modified in accordance with the terms thereof (subject to any restrictions on such amendments, restatements, reformations, supplements or modifications set forth herein) and include any annexes, exhibits and schedules attached thereto; (g) references to any Law shall include such Law as from time to time in effect, including any amendment, modification, codification, replacement or reenactment thereof or any substitution therefor; provided that, for purposes of Article III and Article IV, reference to a Law shall mean such Law as in effect as of the date hereof; (dh) references to any Person shall be construed to include such Person’s successors and permitted assigns (subject to any restrictions on assignment, transfer or delegation set forth herein or in any of the other Transaction Documents), and any reference to a Person in a particular capacity excludes such Person in other capacities; (i) the terms word “will” shall be construed to have the same meaning and effect as the word “shall”; (j) the words “hereof”, “herein” or ”, “hereunder” and similar terms when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) the term “or” is not exclusive hereof, and shall have the inclusive meaning of “and/or”; (f) defined terms Article, Section and Exhibit references herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) are references to any law or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time Articles and shall include all rules and regulations and forms promulgated thereunderSections of, and references to any lawExhibits to, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days this Agreement unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollars.specified;

Rules of Construction. Unless Interpretation of this Agreement shall be governed by the context requires otherwisefollowing rules of construction: (a) any pronoun used words in this Agreement the singular shall be held to include the corresponding masculineplural and vice versa, feminine or neuter formsand words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Preamble, Recitals, Article, Section, paragraph, Schedule and Exhibit are references to the Preamble, Recitals, Articles, Sections, Exhibitsparagraphs, paragraphs Schedules and clauses refer Exhibits to Sections, Schedules, Exhibits paragraphs and clauses of this AgreementAgreement unless otherwise specified; (c) the terms references to “include”$” mean, “includes”, “including” or words of like import and all payments required to be made under this Agreement shall be deemed required to be followed by the words “without limitation”made in, U.S. dollars; (d) the terms word “including” and words of similar import means “including without limitation,” unless otherwise specified; (e) the word “or” shall not be exclusive; (f) the words “herein,” “hereof”, ,” “hereinhereunder” or “hereunderhereby” and similar terms are to be deemed to refer to this - 36 - 46445052.5 1007063901v8 Agreement as a whole and not to any particular provision of this Agreement; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meaningsspecific Section; (g) references to any law or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time the headings are for reference purposes only and shall include all rules and regulations and forms promulgated thereunder, and references to not affect in any law, rule, form way the meaning or statute shall be construed as including any legal and statutory provisions, rules interpretation of the Master Transaction Agreement or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statuteother Ancillary Agreements; (h) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted; (i) if a word or phrase is defined, the other grammatical forms of such word or phrase have a corresponding meaning; (j) references to any contract statute, listing rule, rule, standard, regulation or agreement shall be deemed other law include a reference to refer the corresponding rules and regulations; (k) references to any section of any statute, listing rule, rule, standard, regulation or other law include any successor to such contract or agreement as amended, modified or supplemented from time to time in accordance with its termssection; (il) references to any Person include such Person and its respective heirs, executors, administrators, Person’s predecessors or successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before whichwhether by merger, within which consolidation, amalgamation, reorganization or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mailotherwise; and (m) all references to $any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, currencymodified, monetary values and dollars set forth herein shall mean United States dollarssupplemented or replaced from time to time, unless otherwise stated.

Rules of Construction. Unless the context requires otherwise: of this Agreement otherwise requires: (a) (A) Words of any pronoun used in this Agreement shall gender include each other gender and gender-neutral form; (B) words using the singular or plural number also include the corresponding masculineplural or singular number, feminine or neuter formsrespectively; (bC) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (gD) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (E) the terms “Article,” “Section,” “Annex,” “Exhibit,” and “Schedule,” refer to the specified Article, Section, Annex, Exhibit, or Schedule of this Agreement and references to any law “paragraphs” or statute “clauses” shall be to separate paragraphs or clauses of the Section or subsection in which the reference occurs; (F) the words “include,” “includes” and “including” shall be deemed to refer to such law or statute as amended or supplemented from time to time be followed by the phrase “without limitation,” and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute (G) the word “or” shall be construed as disjunctive but not exclusive. (b) References to Contracts (including any legal this Agreement) and statutory provisions, rules other documents or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement Laws shall be deemed to refer include references to such contract Contract, document or agreement Law as amended, supplemented or modified or supplemented from time to time in accordance with its terms; terms and the terms hereof, as applicable, and in effect at any given time (iand, in the case of any Law, to any successor provisions). (c) references References to any federal, state, local, foreign or supranational statute or other Law shall include all regulations promulgated thereunder. (d) References to any Person include references to such Person and its respective heirs, executors, administrators, successors, legal representatives Person’s successors and permitted assigns; , and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (je) references The language used in this Agreement shall be deemed to “be the language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party and its attorney has reviewed and participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of an agreement, shall not be applicable to the construction or interpretation of this Agreement. (f) Whenever this Agreement refers to a number of days” are , such number shall refer to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which Business Days are specified. If any act action is to be done taken or step taken pursuant given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (g) The phrase “to this Agreementthe extent” shall mean the degree to which a subject or other thing extends, the date that is the reference date in calculating and such period phrase shall be excluded; not mean simply “if.” (lh) references to The term “writing,” or “written” shall include and comparable terms refer to printing, typing and other means of reproducing words (including electronic mail; media) in a visible form. (i) All accounting terms used herein and (m) all references to $, currency, monetary values and dollars set forth not expressly defined herein shall mean have the meanings given to them under GAAP unless the context otherwise requires. (j) All monetary figures shall be in United States dollarsdollars unless otherwise specified.

Rules of Construction. Unless the context otherwise clearly requires otherwisein this Agreement: (a) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined; (b) whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or and neuter forms; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms words “include”, ,” “includes”, ” and “including” or words of like import shall be deemed to be followed by the words phrase “without limitation”; (d) the terms word “will” shall be construed to have the same meaning and effect as the word “shall”; (e) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein); (f) any reference to any law shall include all statutory and regulatory rules, regulations and other 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; (g) any reference herein to any Person, or to any Person in a specified capacity, shall be construed to include such Person’s successors and assigns or such Person’s successors in such capacity, as the case may be; (h) all references in this instrument to designated “Articles,” “Sections,” “subsections,” “clauses” and other subdivisions are to the designated Articles, Sections, subsections, clauses and other subdivisions of this instrument as originally executed, and the words “herein,” “hereof”, “herein,” or “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law Article, Section, subsection, clause or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its termsother subdivision; (i) references to any Person include such Person all accounting terms not otherwise defined herein shall be construed in accordance with generally accepted accounting principles promulgated or adopted by the Financial Accounting Standards Board and its respective heirs, executors, administrators, successors, legal representatives predecessors and permitted assignssuccessors from time to time; (j) references to “daysday” are to shall mean a calendar days unless otherwise indicated; day and (k) when calculating terms defined in the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollars.Uniform Commercial Code

Rules of Construction. (a) Unless the context requires otherwise: (a) any pronoun used otherwise requires, in this Agreement Agreement: (i) a term has the meaning assigned to it and an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; (ii) unless otherwise defined, all terms that are defined in the UCC shall include have the corresponding meanings stated in the UCC; (iii) words of the masculine, feminine or neuter forms; gender shall mean and include the correlative words of other genders; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (civ) the terms “include”, “includes”, ,” “including” or words of like import and similar terms shall be deemed to be construed as if followed by the words phrase “without limitation”; ; (dv) unless otherwise specified, references to a contract or agreement include references to such contract or agreement as from time to time amended, restated, reformed, supplemented or otherwise modified in accordance with its terms (subject to any restrictions on such amendments, restatements, reformations, supplements or modifications set forth herein), and include any annexes, exhibits and schedules hereto or thereto, as the case may be; (vi) any reference to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment, transfer or delegation set forth herein or in any of the other Transaction Document) and any reference to a Person in a particular capacity excludes such Person in other capacities; (vii) references to any Applicable Law shall include such Applicable Law as from time to time in effect, including any amendment, modification, codification, replacement, or reenactment thereof or any substitution therefor; (viii) the terms word “will” shall be construed to have the same meaning and effect as the word “shall”; (ix) the words “hereof”, ,” “herein,” or “hereunder” and similar terms shall refer to this Agreement as a whole and not to any particular provision of hereof, and Article, Section and Exhibit references herein are references to Articles and Sections of, and Exhibits to, this Agreement; Agreement unless otherwise specified; (ex) the term “or” is not exclusive and definitions of terms shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined the terms will have correlative meanings; defined; (gxi) references to any law or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing in the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the computation of a period of time before which, within which or following which any act is from a specified date to be done or step taken pursuant to this Agreementa later specified date, the date that is word “from” means “from and including” and each of the reference date in calculating such period shall be excluded; (l) references words “to” and “until” means “to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollars.but excluding”;

Rules of Construction. Unless The following rules of construction shall apply to the context requires otherwise: Lease and each of the other Lease Documents: (a) any pronoun used references to "herein", "hereof" and "hereunder" shall be deemed to refer to this Lease or the other applicable Lease Document, and shall not be limited to the particular text or section or subsection in this Agreement shall include the corresponding masculine, feminine or neuter formswhich such words appear; (b) references to Sections, Exhibits, paragraphs the use of any gender shall include all genders and clauses refer to Sections, Schedules, Exhibits paragraphs the singular number shall include the plural and clauses of this Agreementvice versa as the context may require; (c) references to the terms “include”, “includes”, “including” or words of like import Lessor's attorneys shall be deemed to be followed by the words “include, without limitation”, special counsel and local counsel for the Lessor; (d) the terms “hereof”reference to attorneys' fees and expenses shall be deemed to include all costs for administrative, “herein” or “hereunder” refer to this Agreement as a whole paralegal and not to any particular provision of this Agreementother support staff; (e) references to Leased Property shall be deemed to include references to all of the term “or” is not exclusive Leased Property and shall have the inclusive meaning of “and/or”references to any portion thereof; (f) defined terms herein will apply equally references to both the singular Lease Obligations shall be deemed to include references to all of the Lease Obligations and plural forms and derivative forms of defined terms will have correlative meaningsreferences to any portion thereof; (g) references to the Obligations shall be deemed to include references to all of the Obligations and references to any law portion thereof; (h) the term "including", when following any general statement, will not be construed to limit such statement to the specific items or statute shall matters as provided immediately following the term "including" (whether or not non-limiting language such as "without limitation" or "but not limited to" or words of similar import are also used), but rather will be deemed to refer to such law all of the items or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing matters that could reasonably fall within the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its termsbroadest scope of the general statement; (i) references any requirement that financial statements be Consolidated in form shall apply only to such financial statements as relate to a period during any portion of which the relevant Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assignshas one or more Subsidiaries; (j) references to “days” are to calendar days unless otherwise indicated; all accounting terms not specifically defined in the Lease Documents shall be construed in accordance with GAAP, (k) when calculating all exhibits annexed to any of the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period Lease Documents as referenced therein shall be excluded; deemed incorporated in such Lease Document by such annexation and/or reference, (l) all references to “writing” or “written” any Fee Mortgage Loan Documents shall include electronic mail; mean such Fee Mortgage Loan Documents as may then be in force and effect and (m) all references to $, currency, monetary values and dollars set forth herein any Fee Mortgagee shall mean United States dollarsthe holder of any Fee Mortgage that is then in force and effect.

Rules of Construction. Unless Except where stated otherwise in this Agreement, the context requires otherwise: following rules of interpretation apply to this Agreement, (a) any pronoun “either” and “or” are not exclusive and “include,” “includes” and “including” are not limiting, (b) “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words of similar import when used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; , (c) “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if,” (d) descriptive headings, the table of defined terms and the table of contents are inserted for convenience only and do not affect in any way the meaning or interpretation of this Agreement, (e) definitions contained in this Agreement are applicable to the term “or” is not exclusive and shall have singular as well as the inclusive meaning plural forms of “and/or”; such terms, (f) defined terms herein will apply equally references to both the singular a Person are also to its permitted successors and plural forms and derivative forms of defined terms will have correlative meanings; assigns, (g) references to any law an “Article,” “Section,” “Exhibit,” “Annex” or statute shall be deemed to “Schedule” refer to such law an Article or statute as amended Section of, or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunderan Exhibit, and references to any lawAnnex or Schedule to, rulethis Agreement, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract “$” or agreement shall be deemed otherwise to dollar amounts refer to such contract or agreement as amendedthe lawful currency of the United States, modified or supplemented from time to time in accordance with its terms; (i) references to a federal, state, local or foreign statute or Law shall mean such Law as from time to time amended, modified or supplemented, and include any Person include such Person rules, regulations and its respective heirsdelegated legislation issued thereunder, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; any communication by any Governmental Authority include communications by the staff of such Governmental Authority and (k) when calculating the period of time before which, within which or following which words denoting any act is gender will be deemed to include all genders and words denoting natural persons will be deemed to include business entities and vice versa. The language used in this Agreement will be deemed to be done the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party hereto. No summary of this Agreement prepared by any party will affect the meaning or step taken pursuant to interpretation of this Agreement. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any Law, regulation, holding or ruling of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. Whenever the final day for performance of an obligation under this Agreement, other than an obligation under Section 5.2, falls on a day other than a Business Day, the time period for performance thereof will automatically be extended to the next day that is a Business Day. The term “made available to Parent” as it relates to materials provided to Parent shall be deemed to have been fulfilled if copies of the subject materials (i) were made available to Parent in the Data Room or through the ▇▇▇▇▇▇ DocuBridge platform managed by the Company to which Parent has been granted access prior to the execution of this Agreement, in each case, by 5:00 p.m. (Pacific Standard Time) on ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) were publicly available on ▇▇▇▇▇ at least one Business Day prior to the date that is of this Agreement, or (iii) made available to Parent as provided in Section 9.10 of the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; Company Disclosure Letter. The covenants and (m) all references to $, currency, monetary values and dollars obligations set forth herein in the Company Disclosure Letter are hereby incorporated into this Agreement, and each party shall mean United States dollarsperform such covenants and obligations as if fully set forth herein.

Rules of Construction. Unless Except where stated otherwise in this Agreement, the context requires otherwise: following rules of interpretation apply to this Agreement, (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (b) references to Sections, Exhibits, paragraphs “either” and clauses refer to Sections, Schedules, Exhibits paragraphs “or” are not exclusive and clauses of this Agreement; (c) the terms “include”, “includes”, ” and “including” or words of like import shall be deemed to be followed by the words “without limitation”; are not limiting, (db) the terms “hereof”, “hereto”, “hereby”, “herein” or and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement; , (c) “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”, (d) descriptive headings, the table of defined terms and the table of contents are inserted for convenience only and do not affect in any way the meaning or interpretation of this Agreement, (e) definitions contained in this Agreement are applicable to the term “or” is not exclusive and shall have singular as well as the inclusive meaning plural forms of “and/or”; such terms, (f) defined terms herein will apply equally references to both the singular a Person are also to its permitted successors and plural forms and derivative forms of defined terms will have correlative meanings; assigns, (g) references to any law an “Article”, “Section”, “Exhibit”, “Annex” or statute shall be deemed to “Schedule” refer to such law an Article or statute as amended Section of, or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunderan Exhibit, and references to any lawAnnex or Schedule to, rulethis Agreement, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract “$” or agreement shall be deemed otherwise to dollar amounts refer to the lawful currency of the United States, (i) references to a federal, state, local or foreign statute or Law shall mean such contract or agreement Law as from time to time amended, modified or supplemented from time to time in accordance with its terms; (i) references to and include any Person include such Person rules, regulations and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; delegated legislation issued thereunder (j) references to “days” are to calendar days unless otherwise indicated; any communication by any Governmental Authority includes a communication by the staff of such Governmental Authority and (k) when calculating the period of time before which, within which or following which words denoting any act is gender will be deemed to include all genders and words denoting natural persons will be deemed to include business entities and vice versa. The language used in this Agreement will be deemed to be done the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party hereto. No summary of this Agreement prepared by any party will affect the meaning or step taken pursuant to interpretation of this Agreement. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any Law, regulation, holding or ruling of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. Whenever the final day for performance of an obligation under this Agreement, other than an obligation under Section 5.2, falls on a day other than a Business Day, the time period for performance thereof will automatically be extended to the next day that is a Business Day. The term “made available to Parent” as it relates to materials provided to Parent means copies of the subject materials which were made available to Parent or any of its affiliates or Representatives either (i) in the Data Room or (ii) in writing with respect to materials specifically referenced in the Company Disclosure Letter or which become available after the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarsof this Agreement.

Rules of Construction. Unless For purposes of this Agreement, whenever the context requires otherwiserequires: (a) any pronoun the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders. Except as otherwise indicated, all references in this Agreement to “Sections” are intended to refer to Sections of this Agreement. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references to “dollars” or “$” shall refer to the lawful currency of the United States. As used in this Agreement shall include Agreement, the corresponding masculine, feminine or neuter forms; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, word “including” or and words of like similar import shall mean including without limiting the generality of any description preceding such term, unless otherwise specified. The word “or” will not be exclusive. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Whenever used in this Agreement, any noun or pronoun will be deemed to include the plural as well as the singular and to cover all genders. Any reference to any Person shall be construed to include such Person’s successors and assigns. The words “ordinary course of business” and “ordinary course” shall mean the ordinary course of business consistent with past practice. All references to days or months shall be deemed references to be followed by calendar days or months unless otherwise specified herein. Any reference to (i) any Governmental Authority includes any successor to that Governmental Authority; and (ii) any applicable Law refers to such applicable Law as amended, modified, supplemented, or replaced from time to time (and, in the words “without limitation”; (dcase of statutes, include any rule and regulation promulgated under such statute) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute section of any applicable Law includes any successor to such section (provided that, for purposes of any representation and warranty in this Agreement that is made as of a specific date, references to any Law shall be deemed to refer to such law Law, as amended, and to any rule or statute as amended or supplemented from time to time and shall include all rules and regulations and forms regulation promulgated thereunder, and references to any lawin each case, ruleas of such date). The underlined headings contained in this Agreement are for convenience of reference only, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall not be deemed to refer be a part of this Agreement and shall not be referred to such contract in connection with the construction or agreement as amended, modified or supplemented from time interpretation of this Agreement. The parties agree that any rule of construction to time in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” the effect that ambiguities are to calendar days unless otherwise indicated; (k) when calculating be resolved against the period drafting party shall not be applied in the construction or interpretation of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollars.

Rules of Construction. Unless For all purposes of this Agreement and the other Facility Documents, except as otherwise expressly provided or unless the context requires otherwise: otherwise requires, (a) any pronoun used in this Agreement singular words shall include connote the corresponding masculineplural as well as the singular and vice versa (except as indicated), feminine or neuter forms; as may be appropriate, (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms herein,” “hereof”, “herein” or and “hereunder” and other words of similar import used in any Facility Document refer to this Agreement such Facility Document as a whole and not to any particular article, schedule, section, paragraph, clause, exhibit or other subdivision thereof, (c) the headings, subheadings and table of contents set forth in any Facility Document are solely for convenience of reference and shall not constitute a part of such Facility Document nor shall they affect the meaning, construction or effect of any provision hereof, (d) references in any Facility Document to “include” or “including” shall mean include or including, as applicable, without limiting the generality of this Agreement; any description preceding such term, (e) the term “or” is not exclusive and any definition of or reference to any Facility Document, agreement, instrument or other document shall have the inclusive meaning of “and/or”; be construed as referring to such Facility Document, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein or any other Facility Document), (f) defined terms any reference in any Facility Document, including the introduction and recitals to such Facility Document, to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions set forth herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; or in any other applicable agreement), (g) references any reference to any law or statute regulation herein shall be deemed to refer to such law or statute regulation as amended amended, modified, supplemented or supplemented replaced from time to time and shall include all rules and regulations and forms promulgated thereundertime, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement Event of Default shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time continuing until expressly waived in accordance with its terms; Section 13.01 or, with respect to an event that is capable of being remedied, such Event of Default has been remedied, (i) except as set forth herein, and except with respect to BNYM, references herein to any the knowledge or actual knowledge of a Person include shall mean the actual knowledge following due inquiry of such Person and its respective heirsPerson, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless except as otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to expressly provided for in this Agreement, any use of “material” or “materially” or words of similar meaning in this Agreement shall mean material, as determined by the date that is the reference date Administrative Agent in calculating such period shall be excluded; its reasonable discretion, (lk) references to “writing” include printing, typing, lithography, electronic or “written” shall include electronic mail; other means of reproducing words in a visible form and (ml) all references to $unless otherwise expressly stated in this Agreement, currency, monetary values and dollars if at any time any change in generally accepted accounting principles (including the adoption of IFRS) would affect the computation of any covenant (including the computation of any financial covenant) set forth herein in this Agreement or any other Facility Document, the Borrower and the Administrative Agent shall mean United States dollarsnegotiate in good faith to amend such covenant to preserve the original intent in light of such change; provided, that, until so amended, (i) such covenant shall continue to be computed in accordance with the application of generally accepted accounting principles prior to such change and (ii) the Borrower shall provide to the Administrative Agent a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such covenant made before and after giving effect to such change in generally accepted accounting principles.

Rules of Construction. Unless For all purposes of this Agreement and the other Facility Documents, except as otherwise expressly provided or unless the context requires otherwise: otherwise requires, (a) any pronoun used in this Agreement singular words shall include connote the corresponding masculineplural as well as the singular and vice versa (except as indicated), feminine or neuter forms; as may be appropriate, (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms herein,” “hereof”, “herein” or and “hereunder” and other words of similar import used in any Facility Document refer to this Agreement such Facility Document as a whole and not to any particular article, schedule, section, paragraph, clause, exhibit or other subdivision thereof, (c) the headings, subheadings and table of contents set forth in any Facility Document are solely for convenience of reference and shall not constitute a part of such Facility Document nor shall they affect the meaning, construction or effect of any provision hereof, (d) references in any Facility Document to “include” or “including” shall mean include or including, as applicable, without limiting the generality of this Agreement; any description preceding such term, (e) the term “or” is not exclusive and any definition of or reference to any Facility Document, agreement, instrument or other document shall have the inclusive meaning of “and/or”; be construed as referring to such Facility Document, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein or any other Facility Document), (f) defined terms any reference in any Facility Document, including the introduction and recitals to such Facility Document, to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions set forth herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; or in any other applicable agreement), (g) references any reference to any law or statute regulation herein shall be deemed to refer to such law or statute regulation as amended amended, modified, supplemented or supplemented replaced from time to time and shall include all rules and regulations and forms promulgated thereundertime, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) any Event of Default shall be continuing until expressly waived in writing by the requisite Lenders, (i) except as set forth herein, references herein to the knowledge or actual knowledge of a Person shall mean the actual knowledge following due inquiry of such Person, (j) except as otherwise expressly provided for in this Agreement, any contract use of “material” or agreement “materially” or words of similar meaning in this Agreement shall mean material, as determined by the Administrative Agent in its reasonable discretion, (k) unless otherwise expressly stated in this Agreement, if at any time any change in generally accepted accounting principles (including the adoption of IFRS) would affect the computation of any covenant (including the computation of any financial covenant) set forth in this Agreement or any other Facility Document, the Borrower and the Administrative Agent shall negotiate in good faith to amend such covenant to preserve the original intent in light of such change; provided, that, until so amended, (i) such covenant shall continue to be computed in accordance with the application of generally accepted accounting principles prior to such change and (ii) the Borrower shall provide to the Administrative Agent a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such covenant made before and after giving effect to such change in generally accepted accounting principles; provided that no such reconciliation shall be required to be delivered hereunder to the extent such change in generally accepted accounting principles does not have an adverse effect on Secured Parties hereunder, (l) the words “execution,” “signed,” “signature,” and words of like import in this Agreement shall be deemed to refer include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to such contract or agreement the extent and as amendedprovided for in any applicable law, modified or supplemented from time to time including the Federal Electronic Signatures in accordance with its terms; (i) references to any Person include such Person Global and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this AgreementNational Commerce Act, the date that is New York State Electronic Signatures and Records Act, or any other similar state laws based on the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; Uniform Electronic Transactions Act and (m) all references any reference in any Facility Document to $the Interest Collection Subaccount or the Principal Collection Subaccount (or, currencyin each case, monetary values amounts on deposit therein) shall be deemed to include any Interest Proceeds or any Principal Proceeds, respectively, in the CAD Collection Account, the EUR Collection Account and dollars set forth herein shall mean United States dollarsthe GBP Collection Account.

Rules of Construction. Unless The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context requires otherwise: (a) may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or and neuter forms; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms . The words “include”, “includes”, ” and “including” or words of like import shall be deemed to be followed by the words phrase “without limitation”; . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein 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 the other Loan Documents), (b) any definition of or reference to any statute, law, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor statutes, rules or regulations), and the statutory rules, regulations, orders and provisions interpreting such statute, law, rule or regulation, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (d) the terms words “hereofherein”, “hereinhereof” or and “hereunder” and words of similar import shall be construed to refer to this Agreement as a whole in its entirety and not to any particular provision of this Agreement; hereof, (e) the term “or” is not exclusive all references herein to Articles, Sections, Exhibits and Schedules shall have the inclusive meaning of “and/or”; be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, and (f) defined terms herein will apply equally the words “asset” and “property” shall be construed to both have the singular same meaning and plural forms effect and derivative forms of defined terms will have correlative meanings; (g) references to refer to any law and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, or statute disposition, or similar term, shall be deemed to refer apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such law a division or statute allocation), as amended if it were a merger, transfer, consolidation, amalgamation, assignment, sale, or supplemented from time to time disposition, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and shall include all rules and regulations and forms promulgated thereunder, and references to each division of any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date limited liability company that is the reference date in calculating a Subsidiary, joint venture or any other like term shall also constitute such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarsa Person).

Rules of Construction. Unless In the interpretation of this Agreement, unless otherwise provided or the context requires otherwise: otherwise requires: (a) The singular includes the plural and vice versa and, in particular (but without limiting the generality of the foregoing), any pronoun word or expression defined in the singular has the corresponding meaning used in this Agreement shall include the corresponding masculine, feminine or neuter forms; plural and vice versa; (b) references Any reference to Sectionsany gender includes the other genders; (c) Any reference to an Article, ExhibitsSection, paragraphs and clauses refer Exhibit, clause, subclause, paragraph, subparagraph, Schedule or recital is a reference to Sectionsan Article, SchedulesSection, Exhibits paragraphs and clauses Exhibit, clause, subclause, paragraph, subparagraph, Schedule or recital of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; ; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not Any reference to any particular provision of this Agreement; agreement, instrument or other document (i) shall include all appendices, exhibits and schedules thereto and all agreements, documents or other writings incorporated by reference therein, and (ii) shall be a reference to such agreement, instrument or other document as amended, supplemented, modified, suspended, restated or novated from time to time; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references Any reference to any law or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and all statutory provisions, rules or forms provisions consolidating, amending, succeeding amending or replacing such statute and all governmental regulations and rules promulgated thereunder; (f) Any reference to "writing" includes printing, typing, lithography ------- and other means of reproducing words in a visible form; (g) Any reference to a time or date or to a local time or date is a reference to the applicable lawtime and date in Atlanta, rule, form or statute; Georgia; (h) references Any reference to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time "dollars" and the symbol "$" means dollars ------- - constituting legal tender for the payment of public and private debts in accordance with its terms; the United States of America; (i) references The headings and Article, Section and paragraph numbering contained in this Agreement are used solely for convenience and do not constitute a part of this Agreement, nor shall such headings and numbering be used in any manner to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; aid in the construction of this Agreement; (j) references References in this Agreement to “days” are to calendar days unless otherwise indicated; (k) when calculating the period "Seller Disclosure Schedules" shall mean the disclosure schedules, dated as of time before which, within which or following which any act is to be done or step taken pursuant to the date of this Agreement, which have been delivered on the date that is the reference date in calculating such period shall be excluded; (l) of this Agreement by Seller to Parent, and references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein a numbered Seller Disclosure Schedule shall mean United States dollars.that portion of the Seller Disclosure Schedules that refers to the specific section or subsection of Article 4 of this Agreement;

Rules of Construction. Unless Except where stated otherwise in this Agreement, the context requires otherwise: following rules of interpretation apply to this Agreement, (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (b) references to Sections, Exhibits, paragraphs “either” and clauses refer to Sections, Schedules, Exhibits paragraphs “or” are not exclusive and clauses of this Agreement; (c) the terms “include”, “includes”, ” and “including” or words of like import shall be deemed to be followed by the words “without limitation”; are not limiting, (db) the terms “hereof”, “hereto”, “hereby”, “herein” or and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement; , (c) “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”, (d) descriptive headings, the table of defined terms and the table of contents are inserted for convenience only and do not affect in any way the meaning or interpretation of this Agreement, (e) definitions contained in this Agreement are applicable to the term “or” is not exclusive and shall have singular as well as the inclusive meaning plural forms of “and/or”; such terms, (f) defined terms herein will apply equally references to both the singular a Person are also to its permitted successors and plural forms and derivative forms of defined terms will have correlative meanings; assigns, (g) references to any law an “Article”, “Section”, “Exhibit”, “Annex” or statute shall be deemed to “Schedule” refer to such law an Article or statute as amended Section of, or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunderan Exhibit, and references to any lawAnnex or Schedule to, rulethis Agreement, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract “$” or agreement shall be deemed otherwise to dollar amounts refer to such contract or agreement as amendedthe lawful currency of the United States, modified or supplemented from time to time in accordance with its terms; (i) references to a federal, state, local or foreign statute or Law include any Person include rules, regulations and delegated legislation issued thereunder, and any reference to any Law in this Agreement shall mean such Person and its respective heirsLaw as from time to time amended, executorsmodified or supplemented, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; any communication by any Governmental Authority includes a communication by the staff of such Governmental Authority and (k) when calculating the period of time before which, within which or following which words denoting any act is gender will be deemed to include all genders and words denoting natural persons will be deemed to include business entities and vice versa. The language used in this Agreement will be deemed to be done the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party hereto. No summary of this Agreement prepared by any party will affect the meaning or step taken pursuant to interpretation of this Agreement. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any Law, regulation, holding or ruling of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. Whenever the final day for performance of an obligation under this Agreement, other than an obligation under Section 5.2, falls on a day other than a business day, the time period for performance thereof will automatically be extended to the next day that is a business day. The term “made available to Parent” as it relates to materials provided to Parent means copies of the subject materials which were made available to Parent or any of its Affiliates or Representatives either (i) in the Data Room or (ii) in writing with respect to materials specifically referenced in the Company Disclosure Letter to the Merger Agreement or which become available after the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarsof this Agreement.

Rules of Construction. Unless the context requires otherwise: of this Agreement otherwise requires: (a) (A) Words of any pronoun used in this Agreement shall gender include each other gender and neuter form; (B) words using the singular or plural number also include the corresponding masculineplural or singular number, feminine or neuter formsrespectively; (bC) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (gD) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (E) the terms “Article,” “Section,” “Annex,” “Exhibit,” and “Schedule,” refer to the specified Article, Section, Annex, Exhibit, or Schedule of this Agreement and references to any law “paragraphs” or statute “clauses” shall be to separate paragraphs or clauses of the Section or subsection in which the reference occurs; (F) the words “include,” “includes” and “including” shall be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute be followed by the phrase “without limitation,” (G) the word “or” shall be construed as disjunctive but not exclusive, (H) provisions shall apply, when appropriate, to successive events and transactions. (b) References to documents (including any legal and statutory provisions, rules this Agreement) or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement Laws shall be deemed to refer include references to such contract document or agreement Law as amended, supplemented or modified or supplemented from time to time in accordance with its terms; terms and the terms hereof, as applicable, and in effect at any given time (iand, in the case of any Law, to any successor provisions). (c) references References to any federal, state, local, non-U.S. or supranational statute or other Law shall include all regulations promulgated thereunder. (d) References to any Person include references to such Person and its respective heirs, executors, administrators, successors, legal representatives Person’s successors and permitted assigns; , and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (je) references The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (f) The language used in this Agreement shall be deemed to “be the language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party and its attorney has reviewed and participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of an agreement, shall not be applicable to the construction or interpretation of this Agreement. (g) Whenever this Agreement refers to a number of days” are , such number shall refer to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which Business Days are specified. If any act action is to be done taken or step taken pursuant given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (h) The phrase “to this Agreementthe extent” shall mean the degree to which a subject or other thing extends, the date that is the reference date in calculating and such period phrase shall be excluded; not mean simply “if.” (li) references to The term “writing,” or “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. (j) All monetary figures shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean be in United States dollarsdollars unless otherwise specified.

Rules of Construction. Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollars.to

Rules of Construction. Unless Interpretation of this Agreement shall be governed by the context requires otherwisefollowing rules of construction: (a) any pronoun used words in this Agreement the singular shall be held to include the corresponding masculineplural and vice versa, feminine or neuter formsand words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Preamble, Recitals, Article, Section, paragraph, Schedule and Exhibit are references to the Preamble, Recitals, Articles, Sections, Exhibitsparagraphs, paragraphs Schedules and clauses refer Exhibits to Sections, Schedules, Exhibits paragraphs and clauses of this AgreementAgreement unless otherwise specified; (c) the terms references to “include”$” mean, “includes”, “including” or words of like import and all payments required to be made under this Agreement shall be deemed required to be followed by the words “without limitation”made in, U.S. dollars; (d) the terms word “including” and words of similar import means “including without limitation,” unless otherwise specified; (e) the word “or” shall not be exclusive; (f) the words “herein,” “hereof”, ,” “hereinhereunder” or “hereunderhereby” and similar terms are to be deemed to refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meaningsspecific Section; (g) references to any law or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time the headings are for reference purposes only and shall include all rules and regulations and forms promulgated thereunder, and references to not affect in any law, rule, form way the meaning or statute shall be construed as including any legal and statutory provisions, rules interpretation of the Master Transaction Agreement or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statuteother Ancillary Agreements; (h) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted; (i) if a word or phrase is defined, the other grammatical forms of such word or phrase have a corresponding meaning; (j) references to any contract statute, listing rule, rule, standard, regulation or agreement shall be deemed other law include a reference to refer the corresponding rules and regulations; (k) references to any section of any statute, listing rule, rule, standard, regulation or other law include any successor to such contract or agreement as amended, modified or supplemented from time to time in accordance with its termssection; (il) references to any Person include such Person and its respective heirs, executors, administrators, Person’s predecessors or successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before whichwhether by merger, within which consolidation, amalgamation, reorganization or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mailotherwise; and (m) all references to $any contract (including this - 36 1006844591v17 Agreement) or organizational document are to the contract or organizational document as amended, currencymodified, monetary values and dollars set forth herein shall mean United States dollarssupplemented or replaced from time to time, unless otherwise stated.

Rules of Construction. Unless the context requires otherwise: otherwise requires: (a) any pronoun used A term has the meaning assigned to it and an accounting term not otherwise defined has the meaning assigned to it in this Agreement shall include the corresponding masculine, feminine or neuter forms; accordance with U.S. GAAP. (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the The terms “includeherein”, “includes”, “includinghereof” or and other words of like similar import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” or “hereunder” refer to this Intercreditor Agreement as a whole and not to any particular provision Article, Section or other subdivision. (c) Unless otherwise indicated in context, all references to Articles, Sections, Schedules or Exhibits refer to an Article or Section of, or a Schedule or Exhibit to, this Intercreditor Agreement. (d) Words of this Agreement; the masculine, feminine or neuter gender shall mean and include the correlative words of other genders, and words in the singular shall include the plural, and vice versa. (e) The terms “include”, “including” and similar terms shall be construed as if followed by the term phrase “or” is not exclusive and shall have the inclusive meaning of “and/orwithout limitation”; . (f) defined terms herein will apply equally References in this Intercreditor Agreement to both any Note includes the singular and plural forms and derivative forms of defined terms will have correlative meanings; Loans made by the applicable Holder pursuant to the Credit Agreement evidenced by such Note. (g) References in this Intercreditor Agreement to an agreement or other document (including this Intercreditor Agreement) include references to such agreement or document as amended, replaced or otherwise modified (without, however, limiting the effect of the provisions of this Intercreditor Agreement with regard to any law such amendment, replacement or statute shall be deemed modification), and the provisions of this Intercreditor Agreement apply to refer successive events and transactions. References to such law or statute as amended or supplemented from time to time and any Person shall include all rules such Person’s successors in interest and regulations permitted assigns. (h) References in this Intercreditor Agreement to Section 3.01 through Section 3.08 and forms promulgated thereunderSection 3.10 through Section 3.13 shall include reference to the equivalent Section 3.01 through Section 3.08 and Section 3.10 through Section 3.13 of the Guarantor Intercreditor Agreement. (i) References in this Intercreditor Agreement to any statute or other legislative provision shall include any statutory or legislative modification or re-enactment thereof, or any substitution therefor, and references to any lawgovernmental Person shall include reference to any governmental Person succeeding to the relevant functions of such Person. (j) References in this Intercreditor Agreement to the Loans or Class E Securities include the conditions applicable to such Loans or Class E Securities; and any reference to any amount of money due or payable by reference to the Loans or Class E Securities shall include any sum covenanted to be paid by the Borrower under this Intercreditor Agreement. (k) References in this Intercreditor Agreement to any action, ruleremedy or method of judicial proceeding for the enforcement of the rights of creditors or of security shall be deemed to include, form in respect of any jurisdiction other than the State of New York, references to such action, remedy or statute method of judicial proceeding for the enforcement of the rights of creditors or of security available or appropriate in such jurisdiction as shall most nearly approximate such action, remedy or method of judicial proceeding described or referred to in this Intercreditor Agreement. (l) Where any payment is to be made, funds applied or any calculation is to be made hereunder on a day which is not a Business Day, unless any Related Document otherwise provides, such payment shall be made, funds applied and calculation made on the next succeeding Business Day, and payments shall be adjusted accordingly. (m) Where the Bermudian Remarketing Servicer or any replacement remarketing servicer or the Administrative Agent or any replacement administrative agent are performing or may perform lease management and/or remarketing services pursuant to a Related Document in relation to one or more different Aircraft at the same time, a reference in this Intercreditor Agreement to the “Remarketing Servicer” or the “Administrative Agent”, as applicable, shall be construed as including any legal a reference to each of the Bermudian Remarketing Servicer or replacement remarketing servicer, as the case may be, or Administrative Agent or replacement administrative agent, as applicable, and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement rights and obligations of the parties hereto shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarsconstrued accordingly.

Rules of Construction. Unless the context requires otherwise: (a) any pronoun used in Interpretation of this Agreement shall include be governed by the corresponding masculine, feminine or neuter forms; following rules of construction: (bi) references to “applicable” Law or Laws with respect to a particular Person, thing or matter means only such Law or Laws as to which the Governmental Authority that enacted or promulgated such Law or Laws has jurisdiction over such Person, thing or matter as determined under the Laws of the State of New York as required to be applied thereunder by a court sitting in the State of New York; references to any statute, rule, regulation or form (including in the definition thereof) shall be deemed to include references to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, include any rules, regulations or interpretations promulgated under such statute), and all references to any section of any statute, rule, regulation or form include any successor to such section; (ii) whenever the context requires, words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (iii) references to the terms “Article,” “Section,” “paragraph” and “Schedule” are references to the Articles, Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses Schedules of this Agreement; (civ) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (dA) the terms “hereof”, ,” “herein,” “hereby,” “hereto,” and derivative or “hereunder” similar words refer to this Agreement as a whole and not to any particular provision of this entire Agreement, including the Schedules hereto; (eB) references to “$” means U.S. dollars; (C) the word “include,” “includes,” “including” and words of similar import when used in this Agreement means “including without limitation,” unless otherwise specified; (D) the word “any” means “any and all” and (E) the term “or” is shall not be exclusive and shall have the inclusive meaning of mean “and/or”; (fv) defined terms herein will apply equally provisions shall apply, when appropriate, to both the singular successive events and plural forms and derivative forms of defined terms will have correlative meaningstransactions; (gvi) references to any law or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time the headings contained in this Agreement are for reference purposes only and shall include all rules not affect in any way the meaning or interpretation of this Agreement; (vii) GE and regulations ▇▇▇▇▇ ▇▇▇▇▇▇ have each participated in the negotiation and forms promulgated thereunderdrafting of this Agreement and if an ambiguity or question of interpretation should arise, and references to any law, rule, form or statute this Agreement shall be construed as including if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening either Party by virtue of the authorship of any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing of the applicable law, rule, form or statuteprovisions in any of this Agreement; (hviii) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; (i) references a reference to any Person include includes such Person and its respective heirs, executors, administrators, successors, legal representatives Person’s successors and permitted assigns; (jix) references any reference to “days” are to means calendar days unless otherwise indicatedBusiness Days are expressly specified; (kx) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this AgreementAgreement in Business Days, the date that is the reference date in calculating such period shall be excluded; , if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day and (lxi) references to a “writingthird party” means an “unaffiliated third party”. (b) Except as expressly provided herein, in the event of any conflict between the terms of the body of this Agreement and the Schedules, the terms of the body of this Agreement shall apply; provided, that with respect to any conflict between the terms of the body of this Agreement and the Schedules with respect to Schedule K or “written” Service line item NS-TSA7016, the applicable Schedule for such Service shall include electronic mail; and (m) all references govern. Without limiting the generality of the foregoing, in the event that, during the term of any Service, there is a question, dispute or ambiguity as to $the scope of any Service or the cost basis methodology in respect thereof, currency, monetary values and dollars in each case as set forth herein on 35 the applicable Schedule, such matter shall mean United States dollarsbe referred to the Steering Committee, and the Parties shall cause their respective representatives to the Steering Committee the to resolve such question, dispute or ambiguity in a manner consistent with the body of this Agreement and, to the extent consistent therewith, the intent of the Parties in the preparation of the applicable Schedule. (c) For the avoidance of doubt, nothing in this Agreement shall affect any of the parties’ rights under the A&R ISA to GE Provided Controls Tools Access during the Controls Tools Access Period (as such terms are defined in the A&R ISA).

Rules of Construction. Unless For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires otherwise: (ai) any pronoun singular words shall connote the plural as well as the singular, and vice versa (except as indicated), as may be appropriate, (ii) the words “herein,” “hereof” and “hereunder” and other words of similar import used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not to any particular article, schedule, section, paragraph, clause, exhibit or other subdivision, (iii) the headings, subheadings and table of contents set forth in this Agreement are solely for convenience of reference and shall not constitute a part of this Agreement nor shall they affect the meaning, construction or effect of any provision hereof, (iv) references in this Agreement to “include” or “including” shall mean include or including, as applicable, without limiting the generality of any description preceding such term, (v) each of the parties to this Agreement and its counsel have reviewed and revised, or requested revisions to, this Agreement, and the rule of construction that any ambiguities are to be resolved against the drafting party shall be inapplicable in the construction and interpretation of this Agreement; , (evi) the term “or” is not exclusive any definition of or reference to any Facility Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (vii) any reference herein to any Person shall be construed to include such Person’s successors and shall have the inclusive meaning of “and/or”; assigns (fsubject to any restrictions set forth herein or in any other applicable agreement), (viii) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references any reference to any law or statute regulation herein shall be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement regulation as amended, modified or supplemented from time to time in accordance with its terms; time, (iix) references to (h) any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to use of the term “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writingknowledge” or “writtenactual knowledge” in this Agreement or any other Facility Document shall include electronic mail; mean actual knowledge by a Responsible Officer of such party and (mx) all references each reference to $, currency, monetary values and dollars set forth herein time without further specification shall mean United States dollarsNew York, New York time.

Rules of Construction. Unless In this Agreement, except to the extent otherwise provided herein or the context requires otherwiseotherwise requires: (ai) the definition of terms herein shall apply equally to the singular and the plural; (ii) any pronoun used in this Agreement shall include the corresponding masculine, feminine or and neuter forms; (biii) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) whenever the terms words “include”, ,” “includes”, ” or “including” or words of like import are used in this Agreement, they shall be deemed to be followed by the words “without limitation”,” whether or not they are in fact followed by those words or words of similar import; (div) whenever the terms words “hereby,” “herein,” “hereof”, ,” “hereinhereto,” or “hereunder” refer and words of similar import are used in this Agreement, they shall be deemed references to this Agreement as a whole and not to any particular Section or other provision of this Agreement; (ev) “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (vi) the term word “or” is shall not exclusive and shall have the inclusive meaning of “and/or”be exclusive; (fvii) defined terms herein will apply equally to both the singular words “will” and plural forms “shall” have equal force and derivative forms of defined terms will have correlative meaningseffect; (gviii) references to any law Article, Section, Exhibit or statute Schedule shall be deemed mean such Article or Section of, or such Exhibit or Schedule to, this Agreement, as the case may be, and references in any Section or definition to refer any clause means such clause of such Section or definition; (ix) references to any Applicable Law shall mean such law or statute as amended or supplemented from time to time and shall include Applicable Law (including all rules and regulations and forms promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and references to any law, rule, form in effect at the time of determining compliance or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statuteapplicability; (hx) references to any contract or agreement Contract shall be deemed to refer to mean such contract or agreement Contract as amended, modified or supplemented from time to time in accordance with its termsthe terms thereof; (ixi) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives Person’s successors and permitted assigns; (jxii) references from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively; (xiii) if any time period for giving notice or taking action hereunder expires on a day that is not a Business Day, the time period shall automatically be extended to the Business Day immediately following such non-Business Day; (xiv) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing$” or “writtendollars” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarsDollars; and (xv) all Exhibits and Schedules (including the Disclosure Schedules) attached hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein.

Rules of Construction. Unless For all purposes of this Agreement and the other Facility Documents, except as otherwise expressly provided or unless the context requires otherwise: otherwise requires, (a) any pronoun used in this Agreement singular words shall include connote the corresponding masculineplural as well as the singular and vice versa (except as indicated), feminine or neuter forms; as may be appropriate, (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms herein,” “hereof”, “herein” or and “hereunder” and other words of similar import used in any Facility Document refer to this Agreement such Facility Document as a whole and not to any particular article, schedule, section, paragraph, clause, exhibit or other subdivision thereof, (c) the headings, subheadings and table of contents set forth in any Facility Document are solely for convenience of reference and shall not constitute a part of such Facility Document nor shall they affect the meaning, construction or effect of any provision hereof, (d) references in any Facility Document to “include” or “including” shall mean include or including, as applicable, without limiting the generality of this Agreement; any description preceding such term, (e) the term “or” is not exclusive and any definition of or reference to any Facility Document, agreement, instrument or other document shall have the inclusive meaning of “and/or”; be construed as referring to such Facility Document, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein or any other Facility Document), (f) defined terms any reference in any Facility Document, including the introduction and recitals to such Facility Document, to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions set forth herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; or in any other applicable agreement), (g) references any reference to any law or statute regulation herein shall be deemed to refer to such law or statute regulation as amended amended, modified, supplemented or supplemented replaced from time to time and shall include all rules and regulations and forms promulgated thereundertime, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) any Event of Default shall be continuing until expressly waived in writing by the requisite Lenders, (i) except as set forth herein, references herein to the knowledge or actual knowledge of a Person shall mean the actual knowledge following due inquiry of such Person, (j) except as otherwise expressly provided for in this Agreement, any contract use of “material” or agreement “materially” or words of similar meaning in this Agreement shall mean material, as determined by the Administrative Agent in its reasonable discretion, (k) unless otherwise expressly stated in this Agreement, if at any time any change in generally accepted accounting principles (including the adoption of IFRS) would affect the computation of any covenant (including the computation of any financial covenant) set forth in this Agreement or any other Facility Document, the Borrower and the Administrative Agent shall negotiate in good faith to amend such covenant to preserve the original intent in light of such change; provided, that, until so amended, (i) such covenant shall continue to be computed in accordance with the application of generally accepted accounting principles prior to such change and (ii) the Borrower shall provide to the Administrative Agent a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such covenant made before and after giving effect to such change in generally accepted accounting principles, (l) the words “execution,” “signed,” “signature,” and words of like import in this Agreement shall be deemed to refer include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to such contract or agreement the extent and as amendedprovided for in any applicable law, modified or supplemented from time to time including the Federal Electronic Signatures in accordance with its terms; (i) references to any Person include such Person Global and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this AgreementNational Commerce Act, the date that is New York State Electronic Signatures and Records Act, or any other similar state laws based on the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; Uniform Electronic Transactions Act and (m) all references any reference in any Facility Document to $the Interest Collection Subaccount or the Principal Collection Subaccount (or, currencyin each case, monetary values amounts on deposit therein) shall be deemed to include any Interest Proceeds or any Principal Proceeds, respectively, in the AUD Collection Account, CAD Collection Account, the EUR Collection Account and dollars set forth herein shall mean United States dollarsthe GBP Collection Account.

Rules of Construction. Unless the context requires otherwise: otherwise requires: (a) any pronoun used A term has the meaning assigned to it and an accounting term not otherwise defined has the meaning assigned to it in this Agreement shall include the corresponding masculine, feminine or neuter forms; accordance with U.S. GAAP. (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the The terms “includeherein”, “includes”, “includinghereof” or and other words of like similar import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” or “hereunder” refer to this Intercreditor Agreement as a whole and not to any particular provision Article, Section or other subdivision. (c) Unless otherwise indicated in context, all references to Articles, Sections, Schedules or Exhibits refer to an Article or Section of, or a Schedule or Exhibit to, this Intercreditor Agreement. (d) Words of this Agreement; the masculine, feminine or neuter gender shall mean and include the correlative words of other genders, and words in the singular shall include the plural, and vice versa. (e) The terms “include”, “including” and similar terms shall be construed as if followed by the term phrase “or” is not exclusive and shall have the inclusive meaning of “and/orwithout limitation”; . (f) defined terms herein will apply equally References in this Intercreditor Agreement to both any Note includes the singular and plural forms and derivative forms of defined terms will have correlative meanings; Loans made by the applicable Holder pursuant to the Credit Agreement evidenced by such Note. (g) References in this Intercreditor Agreement to an agreement or other document (including this Intercreditor Agreement) include references to such agreement or document as amended, replaced or otherwise modified (without, however, limiting the effect of the provisions of this Intercreditor Agreement with regard to any law such amendment, replacement or statute shall be deemed modification), and the provisions of this Intercreditor Agreement apply to refer successive events and transactions. References to such law or statute as amended or supplemented from time to time and any Person shall include all rules such Person’s successors in interest and regulations permitted assigns. (h) References in this Intercreditor Agreement to Section 3.01 through Section 3.08 and forms promulgated thereunderSection 3.10 through Section 3.13 shall include reference to the equivalent Section 3.01 through Section 3.08 and Section 3.10 through Section 3.13 of the Guarantor Intercreditor Agreement. (i) References in this Intercreditor Agreement to any statute or other legislative provision shall include any statutory or legislative modification or re-enactment thereof, or any substitution therefor, and references to any lawgovernmental Person shall include reference to any governmental Person succeeding to the relevant functions of such Person. (j) References in this Intercreditor Agreement to the Loans or Class E Securities include the conditions applicable to such Loans or Class E Securities; and any reference to any amount of money due or payable by reference to the Loans or Class E Securities shall include any sum covenanted to be paid by the Borrower under this Intercreditor Agreement. (k) References in this Intercreditor Agreement to any action, ruleremedy or method of judicial proceeding for the enforcement of the rights of creditors or of security shall be deemed to include, form in respect of any jurisdiction other than the State of New York, references to such action, remedy or statute method of judicial proceeding for the enforcement of the rights of creditors or of security available or appropriate in such jurisdiction as shall most nearly approximate such action, remedy or method of judicial proceeding described or referred to in this Intercreditor Agreement. (l) Where any payment is to be made, funds applied or any calculation is to be made hereunder on a day which is not a Business Day, unless any Related Document otherwise provides, such payment shall be made, funds applied and calculation made on the next succeeding Business Day, and payments shall be adjusted accordingly. (m) Where the Irish Remarketing Servicer or any replacement remarketing servicer or the Administrative Agent or any replacement administrative agent are performing or may perform lease management and/or remarketing services pursuant to a Related Document in relation to one or more different Aircraft at the same time, a reference in this Intercreditor Agreement to the “Remarketing Servicer” or the “Administrative Agent”, as applicable, shall be construed as including any legal a reference to each of the Irish Remarketing Servicer or replacement remarketing servicer, as the case may be, or Administrative Agent or replacement administrative agent, as applicable, and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement rights and obligations of the parties hereto shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarsconstrued accordingly.

Rules of Construction. (a) Unless the context otherwise requires otherwise: or except as otherwise expressly provided, (a1) any pronoun used an accounting term not otherwise defined has the meaning assigned to it in this Agreement shall include the corresponding masculine, feminine or neuter forms; accordance with GAAP; (b2) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, “includingherein,” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein,” or “hereunder” and other words of similar import refer to this Agreement Indenture as a whole and not to any particular provision of this Agreement; Article, Section, clause or other subdivision; (e3) the term “or” is not exclusive and shall have the inclusive meaning of exclusive; (4) “and/or”; including” is not limiting; (f5) defined terms herein will apply equally to both words in the singular include the plural, and in the plural forms and derivative forms include the singular; (6) all references to Sections or Articles or Exhibits refer to Sections or Articles or Exhibits of defined terms will have correlative meanings; or to this Indenture unless otherwise indicated; (g7) references to agreements or instruments, or to statutes or regulations, are to such agreements or instruments, or statutes or regulations, as amended from time to time (or to successor statutes and regulations); and (8) in the event that a transaction meets the criteria of more than one category of permitted transactions or listed exceptions the Company may divide and classify such transaction as it, in its sole discretion, determines. (b) Notwithstanding anything in this Indenture to the contrary, when (i) calculating any law applicable ratio in connection with the Incurrence of Indebtedness, the creation of Liens, the making of any Asset Sale, the making of an Investment, the making of a Restricted Payment, the designation of a Subsidiary as restricted or statute unrestricted, the repayment of Indebtedness or for any other purpose, (ii) determining whether any Default or Event of Default has occurred, is continuing or would result from any action, or (iii) determining compliance with any other condition precedent to any action or transaction, in each case of clauses (i) through (iii) in connection with a Limited Condition Transaction, the date of determination of such ratio, whether any Default or Event of Default has occurred, is continuing or would result therefrom, or the satisfaction of any other condition precedent shall, at the option of the Company (the Company’s election to exercise such option in connection with any Limited Condition Transaction, a “Transaction Election”), be deemed to be the date of declaration of such Restricted Payment or the date that the definitive agreement for such Restricted Payment, Investment, acquisition, Asset Sale or Incurrence, repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock is entered into, the date a public announcement of an intention to make an offer in respect of the target of such acquisition or Investment or the date of such notice, which may be conditional, of such repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock is given to the holders of such Indebtedness, Disqualified Stock or Preferred Stock (any such date, the “Transaction Test Date”). If on a Pro Forma Basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof), with such ratios, absence of defaults, satisfaction of conditions precedent and other provisions calculated as if such Limited Condition Transaction or other transactions had occurred at the beginning of the most recent period of four consecutive fiscal quarters of the Company ended on or prior to such time (taken as one accounting period) in respect of which internal financial statements for each quarter or fiscal year in such period are available, the Company could have taken such action on the relevant Transaction Test Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to refer have been complied with. For the avoidance of doubt, (i) if any of such ratios, absence of defaults, satisfaction of conditions precedent or other provisions are exceeded or breached as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA), a change in facts and circumstances or other provisions at or prior to the consummation of the relevant Limited Condition Transaction, such law or statute as amended or supplemented from time to time ratios, absence of defaults, satisfaction of conditions precedent and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall other provisions will not be deemed to refer have been exceeded, breached, or otherwise failed to have been satisfied as a result of such contract fluctuations or agreement as amendedchanged circumstances solely for purposes of determining whether the Limited Condition Transaction and any related transactions is permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction or related transactions. If the Company has made a Transaction Election for any Limited Condition Transaction, modified then in connection with any subsequent calculation of any ratio or supplemented from time to time in accordance basket availability with its terms; (i) references respect to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless other Limited Condition Transaction or otherwise indicated; (k) when calculating the period of time before which, within which on or following the relevant Transaction Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any act is to such ratio or basket shall be done or step taken calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated. For purposes of any calculation pursuant to this Agreementparagraph of the Consolidated Coverage Ratio, Consolidated Interest Expense may be calculated using an assumed interest rate for the date that is Indebtedness to be Incurred in connection with such Limited Condition Transaction based on the reference date indicative interest margin contained in calculating any financing commitment documentation with respect to such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $Indebtedness or, currencyif no such indicative interest margin exists, monetary values and dollars set forth herein shall mean United States dollarsas reasonably determined by the Company in good faith.

Rules of Construction. Unless the context otherwise clearly requires otherwisein this Agreement: (a) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined; (b) whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or and neuter forms; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms words “include”, ,” “includes”, ” and “including” or words of like import shall be deemed to be followed by the words phrase “without limitation”; (d) the terms word “will” shall be construed to have the same meaning and effect as the word “shall”; (e) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein); (f) any reference to any law shall include all statutory and regulatory rules, regulations and other 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; (g) any reference herein to any Person, or to any Person in a specified capacity, shall be construed to include such Person’s successors and assigns or such Person’s successors in such capacity, as the case may be; (h) all references in this instrument to designated “Articles,” “Sections,” “subsections,” “clauses” and other subdivisions are to the designated Articles, Sections, subsections, clauses and other subdivisions of this instrument as originally executed, and the words “herein,” “hereof”, “herein,” or “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law Article, Section, subsection, clause or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its termsother subdivision; (i) references to any Person include such Person all accounting terms not otherwise defined herein shall be construed in accordance with generally accepted accounting principles promulgated or adopted by the Financial Accounting Standards Board and its respective heirs, executors, administrators, successors, legal representatives predecessors and permitted assignssuccessors from time to time; (j) references to “daysday” are to shall mean a calendar days unless otherwise indicated; day and (k) when calculating terms defined in the period Uniform Commercial Code and not otherwise defined in this Agreement shall have the meanings assigned to such terms under the Uniform Commercial Code of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarsapplicable jurisdiction.

Rules of Construction. Unless the context requires otherwise: (a) any pronoun used Except as may be otherwise specifically provided in this Agreement shall include and unless the corresponding masculinecontext otherwise requires, feminine or neuter forms; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of in this Agreement; : (ca) the terms “includeAgreement”, “includesthis Agreement”, “including” or words of like import shall be deemed to be followed by the words Agreement”, “without limitationhereto”; (d) the terms , “hereof”, “herein” or ”, “hereby”, “hereunder” and similar expressions refer to this Agreement as a whole in its entirety and not to any particular provision hereof; (b) references to an “Article” or “Section” followed by a number or letter refer to the specified Article or Section to this Agreement; (c) the division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement; ; (d) words importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include all genders; (e) the term word “orincluding” is not exclusive and shall have the inclusive meaning of deemed to mean “and/orincluding without limitation”; ; (f) defined the terms herein will apply equally “party” and “the parties” refer to both a party or the singular and plural forms and derivative forms of defined terms will have correlative meanings; parties to this Agreement; (g) references any reference to any law or statute shall be deemed to refer to such law or statute this Agreement means this Agreement as amended amended, modified, replaced or supplemented from time to time and shall include all rules and regulations and forms promulgated thereundertime; (h) any reference to a statute, and references to any law, rule, form regulation or statute rule shall be construed to be a reference thereto as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented same may from time to time in accordance with its terms; be amended, re-enacted or replaced, and any reference to a statute shall include any regulations or rules made thereunder; (i) references all dollar amounts refer to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; United States dollars; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $a percentage ownership of shares shall be calculated on a non-diluted basis; (k) any time period within which a payment is to be made or any other action is to be taken hereunder shall be calculated excluding the day on which the period commences and including the day on which the period ends; and (l) whenever any action is required to be taken or period of time is to expire on a day other than a Business Day, currency, monetary values and dollars set forth herein such action shall mean United States dollarsbe taken or period shall expire on the next following Business Day.

Rules of Construction. Unless The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context requires otherwise: (a) may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or and neuter forms; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms . The words “include”, “includes”, ” and “including” or words of like import shall be deemed to be followed by the words 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 (da) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s |US-DOCS\149079678.29|| successors and assigns, (c) the terms words “hereofherein”, “hereinhereof” or and “hereunder” ”, and words of similar import, shall be construed to refer to this Agreement as a whole in its entirety and not to any particular provision of hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement; Agreement and (e) the term words “orasset” is not exclusive and “property” shall be construed to have the inclusive same meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms effect and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute shall be deemed to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Any reference herein to a term as defined in any other document shall refer to the definition in such law document in effect as of the date hereof, unless the RCF Representative, with respect to the Term Loan Documents, or statute as amended or supplemented from time the Term Loan Representative, with respect to time and the RCF Documents, shall include all rules and regulations and forms promulgated thereunder, and references have consented in writing to any law, rule, form amendment or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer modification to such contract defined term; provided that, for the avoidance of doubt, this sentence shall not limit any amendment or agreement as amended, modified or supplemented from time modification to time in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken Term Loan Documents pursuant to this Agreement, the date terms thereof that is increases the reference date in calculating such period shall be excluded; (l) references term loan commitments thereunder to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarsfund the needs of the business.

Rules of Construction. Unless In this Agreement, except to the extent otherwise provided or that the context requires otherwise: otherwise requires: (a) when a reference is made in this Agreement to an Article, Section, Schedule or Exhibit, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated; (b) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any pronoun way the meaning or interpretation of this Agreement; (c) whenever the words “include,” “includes” or “including” are used in this Agreement shall include the corresponding masculineAgreement, feminine or neuter forms; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be they are deemed to be followed by the words “without limitation”; ; (d) the terms words “hereof”, ,” “herein” or and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; ; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law agreement, instrument, statute, rule or statute shall be deemed regulation are to refer to such law the agreement, instrument, statute, rule or statute regulation as amended amended, modified, supplemented or supplemented replaced from time to time and shall (and, in the case of statutes, include all any rules and regulations promulgated under said statutes) and forms promulgated thereunder, and references to any lawsection of any statute, rule, form rule or statute shall be construed as regulation including any legal and statutory provisionssuccessor to said section; (f) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, rules or unless otherwise defined therein; (g) the definitions contained in this Agreement are applicable to the singular as well as the plural forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; of such terms; (h) references to any contract or agreement shall be deemed a Person are also to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; successors and permitted assigns; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; monetary amounts are to the lawful currency of the United States; (j) references to documents or information being “daysmade available”, “provided” are or “delivered” shall include any and all documents and information that was (i) posted at least twenty-four (24) hours prior to calendar days unless the date hereof in the online data room maintained by the Company in connection with the transactions contemplated hereby (or posted subsequent to such time at the express prior written request of Parent or any of its Representatives, but in no event later than 5:00 p.m., New York City time, on the date hereof), (ii) filed with the SEC prior to the date hereof or (iii) otherwise indicated; delivered to Parent or its Representatives at least twenty-four (24) hours prior to the date hereof (or delivered subsequent to such time at the express prior written request of Parent or any of its Representatives, but in no event later than 5:00 p.m., New York City time, on the date hereof); (k) when calculating words importing the period singular include the plural and vice versa and words importing gender include all genders; (l) whenever this Agreement requires Merger Sub to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause Merger Sub to take such action; (m) time before which, periods within which or following which any payment is to be made or act is to be done or step taken pursuant shall be calculated by excluding the day on which the period commences and, in the case of time periods calculated by reference to a specified number of Business Days, including the day on which the period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day; and (n) the parties have participated jointly in the negotiation and drafting of this Agreement, and in the date that is the reference date in calculating such period event an ambiguity or question of intent or interpretation arises, this Agreement shall be excluded; (l) references to “writing” construed as if drafted jointly by the parties and no presumption or “written” burden of proof shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarsarise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

Rules of Construction. Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (b) references to Sections, . Exhibits, paragraphs and clauses refer to Sections, . Schedules, . Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, . rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, . rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollars.

Rules of Construction. Unless The Parties acknowledge and agree that each has negotiated and reviewed the terms of this Agreement, assisted by such legal and tax counsel as they desired, and has contributed to its revisions. The Parties further agree that the rule of construction that any ambiguities are resolved against the drafting Party will be subordinated to the principle that the terms and provisions of this Agreement will be construed fairly as to all Parties and not in favor of or against any Party. Any amounts to be deposited with the Escrow Agent or the Paying Agent, or paid and delivered or disbursed to Purchaser, Surviving Company or any Equityholder, in each case in accordance with Article II, will be deposited or paid and delivered or disbursed by wire transfer of immediately available funds to the recipient thereof. In addition, unless the express context requires otherwise: otherwise requires: (a) any pronoun used reference in this Agreement shall include the corresponding masculine, feminine or neuter forms; to a Contract (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of including this Agreement; (c) the terms “include”), “includes”instrument or other document as of a given date means such contract, “including” instrument or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”other document as amended, “herein” or “hereunder” refer to this Agreement as a whole supplemented and not to any particular provision of this Agreement; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute shall be deemed to refer to such law or statute as amended or supplemented modified from time to time and through such date; provided, that any requirement to disclose and/or make available to Purchaser any Contract shall include all rules and regulations and forms promulgated thereundernot be considered satisfied unless each amendment, and references to any law, rule, form supplement or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer modification to such contract Contract has been so disclosed and/or made available to Purchaser; (b) the headings contained in this Agreement are for convenience of reference only and will not affect the meaning or agreement as amendedinterpretation of this Agreement; (c) all references in this Agreement to a specific preamble, modified recital, article, section, exhibit or supplemented from time schedule shall refer, respectively, to time the preambles, recitals, articles, sections, exhibits and schedules of this Agreement; (d) all references in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references this Agreement to “daysdollars” or “$” are to United States dollars; (e) all references in this Agreement to any period of days will mean the relevant number of calendar days unless otherwise indicated; days; (kf) when calculating the period of time before which, within which or following which which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall will be excluded; ; (g) if the last day of any period is a non-Business Day, the period in question will end on the next succeeding Business Day; (h) words or terms defined in the singular will be held to include the plural and vice versa; (i) words of one gender will be held to include the other genders; (j) the terms “hereof,” “herein,” “hereunder,” “hereto” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; (k) the word “including” and words of similar import when used in this Agreement will mean “including, without limitation”; (l) references to the word “writingor” or “written” shall include electronic mail; and will not be exclusive; (m) any accounting term used in this Agreement will have, unless otherwise specifically provided in this Agreement, the meaning customarily given such term in accordance with GAAP, and all financial computations hereunder will be computed, unless otherwise specifically provided in this Agreement, in accordance with GAAP; 157437977.10 (n) references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time; (o) all references to $“will” or “shall” will be construed as creating a mandatory obligation; (p) references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder; and (q) the phrases “made available,” “provided to” or similar phrases, currencywhen used in reference to anything made available to Purchaser, monetary values Merger Sub or their Representatives, shall be deemed to have been made available to, and dollars set forth herein shall mean United States dollarsreceived by, Purchaser and Merger Sub for all purposes if such documents were posted and made available to Purchaser, Merger Sub and their Representatives in the Data Room at least one (1) day prior to the execution and delivery of this Agreement.

Rules of Construction. Unless For all purposes of this Agreement and the other Facility Documents, except as otherwise expressly provided or unless the context requires otherwise: otherwise requires, (a) any pronoun used in this Agreement singular words shall include connote the corresponding masculineplural as well as the singular and vice versa (except as indicated), feminine or neuter forms; as may be appropriate, (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms herein,” “hereof”, “herein” or and “hereunder” and other words of similar import used in any Facility Document refer to this Agreement such Facility Document as a whole and not to any particular article, schedule, section, paragraph, clause, exhibit or other subdivision thereof, (c) the headings, subheadings and table of contents set forth in any Facility Document are solely for convenience of reference and shall not constitute a part of such Facility Document nor shall they affect the meaning, construction or effect of any provision hereof, (d) references in any Facility Document to “include” or “including” shall mean include or including, as applicable, without limiting the generality of this Agreement; any description preceding such term, (e) the term “or” is not exclusive and any definition of or reference to any Facility Document, agreement, instrument or other document shall have the inclusive meaning of “and/or”; be construed as referring to such Facility Document, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein or any other Facility Document), (f) defined terms any reference in any Facility Document, including the introduction and recitals to such Facility Document, to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions set forth herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; or in any other applicable agreement), (g) references any reference to any law or statute regulation herein shall be deemed to refer to such law or statute regulation as amended amended, modified, supplemented or supplemented replaced from time to time and shall include all rules and regulations and forms promulgated thereundertime, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) any Event of Default shall be continuing until expressly waived in writing by the requisite Lenders, (i) except as set forth herein, references herein to the knowledge or actual knowledge of a Person shall mean the actual knowledge following due inquiry of such Person, (j) except as otherwise expressly provided for in this Agreement, any contract use of “material” or agreement “materially” or words of similar meaning in this Agreement shall mean material, as determined by the Administrative Agent in its reasonable discretion, (k) unless otherwise expressly stated in this Agreement, if at any time any change in generally accepted accounting principles (including the adoption of IFRS) would affect the computation of any covenant (including the computation of any financial covenant) set forth in this Agreement or any other Facility Document, the Borrower and the Administrative Agent shall negotiate in good faith to amend such covenant to preserve the original intent in light of such change; provided, that, until so amended, (i) such covenant shall continue to be computed in accordance with the application of generally accepted accounting principles prior to such change and (ii) the Borrower shall provide to the Administrative Agent a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such covenant made before and after giving effect to such change in generally accepted accounting principles, (l) the words “execution,” “signed,” “signature,” and words of like import in this Agreement shall be deemed to refer include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to such contract or agreement the extent and as amendedprovided for in any applicable law, modified or supplemented from time to time including the Federal Electronic Signatures in accordance with its terms; (i) references to any Person include such Person Global and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this AgreementNational Commerce Act, the date that is New York State Electronic Signatures and Records Act, or any other similar state laws based on the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; Uniform Electronic Transactions Act and (m) all references any reference in any Facility Document to $the Interest Collection USActive 54953942.17 -55- Subaccount or the Principal Collection Subaccount (or, currencyin each case, monetary values amounts on deposit therein) shall be deemed to include any Interest Proceeds or any Principal Proceeds, respectively, in the CAD Collection Account, the EUR Collection Account and dollars set forth herein shall mean United States dollarsthe GBP Collection Account.

Rules of Construction. Unless the context requires otherwise: otherwise requires, in this Agreement: (a) any pronoun used A term has the meaning assigned to it and an accounting term not otherwise defined has the meaning assigned to it in this Agreement accordance with GAAP. (b) Unless otherwise defined, all terms that are defined in the UCC shall include have the corresponding meanings stated in the UCC. (c) Words of the masculine, feminine or neuter forms; gender shall mean and include the correlative words of other genders. (bd) references The definitions of terms shall apply equally to Sections, Exhibits, paragraphs the singular and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses plural forms of this Agreement; the terms defined. (ce) the The terms “include”, “includes”, “including” or words of like import and similar terms shall be deemed to be construed as if followed by the words phrase “without limitation”; . (df) Unless otherwise specified, references to an agreement or other document include references to such agreement or document as from time to time amended, restated, reformed, supplemented or otherwise modified in accordance with the terms thereof (subject to any restrictions on such amendments, restatements, reformations, supplements or modifications set forth herein or in any of the other Transaction Documents) and include any annexes, exhibits and schedules attached thereto. (g) References to any Applicable Law shall include such Applicable Law as from time to time in effect, including any amendment, modification, codification, replacement or reenactment thereof or any substitution therefor. (h) References to any Person shall be construed to include such Person’s successors and permitted assigns (subject to any restrictions on assignment, transfer or delegation set forth herein or in any of the other Transaction Documents), and any reference to a Person in a particular capacity excludes such Person in other capacities. (i) The word “will” shall be construed to have the same meaning and effect as the word “shall”. (j) The words “hereof”, “herein” or ”, “hereunder” and similar terms when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) the term “or” is not exclusive hereof, and shall have the inclusive meaning of “and/or”; (f) defined terms Article, Section and Exhibit references herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) are references to any law or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time Articles and shall include all rules and regulations and forms promulgated thereunderSections of, and references to any lawExhibits to, rulethis Agreement unless otherwise specified. [*] = Certain confidential information contained in this document, form or statute shall be construed as including any legal and statutory provisionsmarked by brackets, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; has been omitted because it is both (i) references to any Person include such Person not material and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (jii) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” type that the registrant treats as private or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarsconfidential.

Rules of Construction. Unless Interpretation of this Agreement shall be governed by the context requires otherwisefollowing rules of construction: (a) any pronoun used words in this Agreement the singular shall be held to include the corresponding masculineplural and vice versa, feminine or neuter formsand words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Preamble, Recitals, Article, Section, paragraph, Schedule and Exhibit are references to the Preamble, Recitals, Articles, Sections, Exhibitsparagraphs, paragraphs Schedules and clauses refer Exhibits to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement, unless otherwise specified; (c) the terms references to “include”$” means, “includes”, “including” or words of like import and all payments required to be made under this Agreement shall be deemed required to be followed by the words “without limitation”made in, U.S. dollars; (d) the terms word “including” and words of similar import means “including without limitation,” unless otherwise specified; (e) the word “or” shall not be exclusive; (f) the words “herein,” “hereof”, ,” “hereinhereunder” or “hereunderhereby” and similar terms are to be deemed to refer to this Agreement as a whole and not to any particular provision specific Section; (g) the headings are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (eh) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the term “or” is not exclusive and shall have the inclusive meaning of “and/or”party drafting or causing any instrument to be drafted; (fi) defined terms herein will apply equally to both if a word or phrase is defined, the singular and plural forms and derivative other grammatical forms of defined terms will such word or phrase have correlative meaningsa corresponding meaning; (gj) references to any law or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunderstatute, and references to any lawlisting rule, rule, form standard, regulation or statute shall be construed as including any legal other law include a reference to the corresponding rules and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statuteregulations; (hk) references to any contract section of any statute, listing rule, rule, standard, regulation or agreement shall be deemed to refer other law include any successor to such contract or agreement as amended, modified or supplemented from time to time in accordance with its termssection; (i1) references to any Person include such Person and its respective heirs, executors, administrators, Person’s predecessors or successors, legal representatives and permitted assignswhether by merger, consolidation, amalgamation, reorganization or otherwise; (jm) references to “days” any Contract (including this Agreement) or organizational document are to calendar days the Contract or organizational document as amended, modified, supplemented or replaced from time to time, unless otherwise indicated; stated and (kn) when calculating any term of this Agreement providing that the period Ceding Company or any of time before which, within which its Affiliates has “made available” any document or following which any act is information to be done the Reinsurer means that such document or step taken pursuant information was uploaded in full to this Agreement, the Data Room no later than one Business Day prior to the date that is hereof and have been continuously available from such date to the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarshereof.

Rules of Construction. Unless The following rules of construction shall govern the context requires otherwiseinterpretation of this Agreement: (a) any pronoun all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits or Schedules in this Agreement; (b) each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with GAAP; (c) unless the context otherwise requires, words in the singular or plural include the singular and plural, and pronouns stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter; (d) whenever the words “include,” “includes” or “including” are used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import they shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “hereinbut not limited to;” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) the term word “orextent” is in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not exclusive and shall have the inclusive meaning of simply mean “and/or”; if;” (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law statute, rule, regulation or statute form (including in the definition thereof) shall be deemed to refer include references to such law statute, rule, regulation or statute form as amended amended, modified, supplemented or supplemented replaced from time to time and shall (and, in the case of any statute, include all any rules and regulations and forms promulgated thereunderunder such statute), and all references to any lawsection of any statute, rule, regulation or form or statute shall be construed as including include any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statutesuccessor to such section; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (kg) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is referenced in beginning the reference date in calculating calculation of such period shall will be excludedexcluded (for example, if an action is to be taken within two days after a triggering event and such event occurs on a Tuesday, then the action must be taken on or prior to Thursday); if the last day of such period is a non-Business Day, the period in question will end on the next succeeding Business Day; (h) time is of the essence with regard to all dates and time periods set forth or referred to in (i) references to “days” means calendar days unless Business Days are expressly specified, (ii) references to “$” mean U.S. dollars; (l) references the Parties intend that each representation, warranty, covenant and agreement contained herein shall have independent significance, and if any Party has breached any representation, warranty, covenant or agreement contained herein in any respect, the fact that there exists another representation, warranty, covenant or agreement relating to “writing” the same or “written” similar subject matter that the Party has not breached shall include electronic mailnot detract from or mitigate the fact that the Party is in breach of the first representation, warranty, covenant or agreement; and (m) all references uses of “written” contained in this Agreement shall be deemed to $include information transmitted via e-mail, currencyfacsimile or other electronic transmission; (n) any drafts of this Agreement circulated by or among the Parties prior to the final fully executed drafts shall not be used for purposes of interpreting any provision of this Agreement, monetary values and dollars set forth herein each of the Parties agrees that no Party shall mean United States dollarsmake any Claim, assert any defense or otherwise take any position inconsistent with the foregoing in connection with any dispute or Proceeding among any of the foregoing or for any other purpose; and (o) the Parties have participated jointly in the negotiation and drafting of this Agreement; in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement and the language used in it will be deemed to be the language chosen by the Parties to express their mutual intent.

Rules of Construction. Unless The following rules of construction will govern the interpretation of this Agreement: 18.1. all references to Articles, Sections or Schedules are to Articles, Sections or Schedules in this Agreement, unless otherwise stated explicitly; 18.2. each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with generally accepted accounting principles in the State of Israel; 18.3. unless the context requires otherwise: (a) any pronoun otherwise requires, words in the singular or plural include the singular and plural, and pronouns stated in either the masculine, the feminine or neuter gender will include the masculine, feminine and neuter; 18.4. whenever the words “include,” “includes” or “including” are used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall they will be deemed to be followed by the words “without limitationbut not limited to”; ; 18.5. the word “extent” in the phrase “to the extent” will mean the degree to which a subject or other thing extends, and such phrase will not simply mean “if”; 18.6. references to any statute, rule, regulation or form (dincluding in the definition thereof) will be deemed to include references to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, include any rules and regulations promulgated under such statute), and all references to any section of any statute, rule, regulation or form include any successor to such section; 18.7. time is of the essence with regard to all dates and time periods set forth or referred to in this Agreement; 18.8. the subject headings of Articles and Sections of this Agreement are included for purposes of convenience of reference only and will not affect the construction or interpretation of any of its provisions; (i) the terms “hereof”, “herein” ”, “hereby”, “hereto”, and derivative or “hereunder” similar words refer to this Agreement as a whole entire Agreement, including the Schedules and not to Exhibits hereto, (ii) the term “any” means “any particular provision of this Agreement; and all” and (eiii) the term “or” is will not be exclusive and shall have the inclusive meaning of will mean “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; ; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to means calendar days unless otherwise indicated; Business Days are expressly specified, (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (lii) references to “writingNIS” or “written” shall include electronic mail; mean New Israeli Shekels and (miii) all references to “$, currency, monetary values and dollars set forth herein shall ” mean United States U.S. dollars.;

Rules of Construction. Unless the context requires otherwise: (a) any pronoun used Except as otherwise explicitly specified in this Agreement shall include to the corresponding masculinecontrary, feminine or neuter forms; (bi) references to Sectionsan Article, ExhibitsSection, paragraphs and clauses refer to SectionsExhibit or Annex mean an Article or Section of, Schedulesor Exhibit or Annex to, Exhibits paragraphs and clauses of this Agreement; , unless another agreement is specified, (cii) the terms “include”, “includes”, word “including” or words of like import shall be deemed is to be followed by construed as “including, without limitation,” (iii) the words “without limitation”; (d) the terms herein,” “hereof”, ,” “hereinhereby,” or “hereto” and “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; whole, (eiv) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both words in the singular or plural form include the plural and plural forms and derivative forms of defined terms will have correlative meanings; singular form, respectively, (gv) references pronouns are to any law or statute shall be deemed to refer to the masculine, feminine or neuter, as the identity of the Person or Persons requires, (vi) the words “asset” and “property” are to be construed to have the same meaning and effect and to refer to all tangible and intangible assets and properties, including cash, securities, accounts, contract rights and real and personal property, (vii) references to a particular Person include such law Person’s successors and permitted assigns, (viii) references to a particular statute, rule or statute as amended or supplemented from time to time and shall regulation include all rules and regulations thereunder and forms promulgated thereunder, and references to any law, rule, form predecessor or statute shall be construed as including any legal and statutory provisionssuccessor statutes, rules or forms consolidatingregulations, amendingin each case as amended or otherwise modified from time to time, succeeding or replacing the applicable law, rule, form or statute; (hix) references to any contract a particular agreement, document, instrument or agreement shall be deemed to refer to certificate mean such contract agreement, document, instrument or agreement certificate as amended, supplemented or otherwise modified or supplemented from time to time in accordance with its terms; if permitted by the provisions thereof, (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (jx) references to “Dollars” or “$” are references to United States Dollars, (xi) an accounting term not otherwise defined in this Agreement has the meaning ascribed to such term in accordance with GAAP, (xii) references to “written” or “in writing” include electronic form, and (xiii) any reference in this Agreement to a “day” or a number of “days” (without explicit reference to “Business Days”) is to be interpreted as a reference to a calendar day or number of calendar days. The headings of Articles, Sections, Exhibits and Annexes and Schedules to the Disclosure Letters are provided for convenience only and are not to calendar days unless otherwise indicated; affect the construction or interpretation of this Agreement. The Exhibits, the Annexes and the Disclosure Letters are incorporated into this Agreement to the same extent as though fully set forth in this Agreement. (kb) when Whenever this Agreement indicates that Sellers have “made available” any document to Buyer, such statement is to be deemed to be a statement that Sellers have posted, or caused to be posted, such document to the Virtual Data Room (i) prior to the fifth (5th) Business Day immediately prior to the Closing Date and such document was not subsequently removed, or (ii) during the five (5) Business Day period immediately prior to the Closing Date (but in any event, prior to the Closing Date) in response to Buyer identifying or requesting such document during such period. (c) The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement is to be construed as if drafted jointly by the Parties and no presumption or burden of proof is to arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. (d) If any period for giving notice or taking action under this Agreement expires on a day that is not a Business Day, the time period is to be automatically extended to the Business Day immediately following such day. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall is to be excluded; (l) references . As of the Execution Date, each of the Parties, intending to “writing” or “written” shall include electronic mail; be legally bound, has caused an authorized Representative of such Party to duly execute this Agreement on behalf of such Party. iNetXperts, Corp. doing business as Get Real Health By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: CEO Computer Programs and (m) all references to $Systems, currencyInc. By: /s/ J. ▇▇▇▇ ▇▇▇▇▇▇▇ Name: J. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: President and Chief Executive Officer /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ CKR ▇▇▇▇▇▇ CKR /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ TELUS Corporation By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Partner, monetary values and dollars set forth herein shall mean United States dollars.TELUS Ventures SELLERS’ REPRESENTATIVE: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, solely in his capacity as the Sellers’ Representative The following definitions will apply in connection with the interpretation of this Agreement:

Rules of Construction. Unless In the interpretation of this Agreement, unless otherwise provided or the context requires otherwise: otherwise requires: (a) The singular includes the plural and vice versa and, in particular (but without limiting the generality of the foregoing), any pronoun word or expression defined in the singular has the corresponding meaning used in this Agreement shall include the corresponding masculine, feminine or neuter forms; plural and vice versa; (b) references Any reference to Sectionsany gender includes the other genders; (c) Any reference to an Article, ExhibitsSection, paragraphs and clauses refer Exhibit, clause, subclause, paragraph, subparagraph, Schedule or recital is a reference to Sectionsan Article, SchedulesSection, Exhibits paragraphs and clauses Exhibit, clause, subclause, paragraph, subparagraph, Schedule or recital of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; ; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not Any reference to any particular provision of this Agreement; agreement, instrument or other document (i) shall include all appendices, exhibits and schedules thereto and all agreements, documents or other writings incorporated by reference therein, and (ii) shall be a reference to such agreement, instrument or other document as amended, supplemented, modified, suspended, restated or novated from time to time; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references Any reference to any law or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and all statutory provisions, rules or forms provisions consolidating, amending, succeeding amending or replacing such statute and all governmental regulations and rules promulgated thereunder; (f) Any reference to "writing" includes printing, typing, ------- lithography and other means of reproducing words in a visible form; (g) Any reference to a time or date or to a local time or date is a reference to the applicable lawtime and date in Atlanta, rule, form or statute; Georgia; (h) references Any reference to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time "dollars" and the symbol "$" means dollars ------- --- constituting legal tender for the payment of public and private debts in accordance with its terms; the the United States of America; (i) references The headings and Article, Section and paragraph numbering contained in this Agreement are used solely for convenience and do not constitute a part of this Agreement, nor shall such headings and numbering be used in any manner to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; aid in the construction of this Agreement; (j) references References herein to “days” are the "Seller Disclosure Schedules" shall mean the disclosure schedules, dated as of the date hereof, which have been delivered on the date hereof by Seller or the Seller Subsidiaries to calendar days unless otherwise indicated; (k) when calculating Parent and all other documents, agreements, and other items disclosed by Seller or the period of time before which, within which or following which any act is Seller Subsidiaries to be done or step taken pursuant to Parent in connection with this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) and references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein a numbered Seller Disclosure Schedule shall mean United States dollars.that portion of the Seller Disclosure Schedules that refers to the specific section or subsection of Article 4 of this Agreement;

Rules of Construction. Unless the context requires otherwise: otherwise requires, in this Agreement: (a) any pronoun used A term has the meaning assigned to it and an accounting term not otherwise defined has the meaning assigned to it in this Agreement accordance with GAAP. (b) Unless otherwise defined, all terms that are defined in the UCC shall include have the corresponding meanings stated in the UCC. (c) Words of the masculine, feminine or neuter forms; gender shall mean and include the correlative words of other genders. (bd) references The definitions of terms shall apply equally to Sections, Exhibits, paragraphs the singular and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses plural forms of this Agreement; the terms defined. (ce) the The terms “include”, “includes”, “including” or words of like import and similar terms shall be deemed to be construed as if followed by the words phrase “without limitation”; . (df) Unless otherwise specified, references to an agreement or other document include references to such agreement or document as from time to time amended, restated, reformed, supplemented or otherwise modified in accordance with the terms thereof (subject to any restrictions on such amendments, restatements, reformations, supplements or modifications set forth herein or in any of the other Transaction Documents) and include any annexes, exhibits and schedules attached thereto. (g) References to any Applicable Law shall include such Applicable Law as from time to time in effect, including any amendment, modification, codification, replacement or reenactment thereof or any substitution therefor. (h) References to any Person shall be construed to include such Person’s successors and permitted assigns (subject to any restrictions on assignment, transfer or delegation set forth herein or in any of the other Transaction Documents), and any reference to a Person in a particular capacity excludes such Person in other capacities. (i) The word “will” shall be construed to have the same meaning and effect as the word “shall”. (j) The words “hereof”, “herein” or ”, “hereunder” and similar terms when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) the term “or” is not exclusive hereof, and shall have the inclusive meaning of “and/or”; (f) defined terms Article, Section and Exhibit references herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) are references to any law or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time Articles and shall include all rules and regulations and forms promulgated thereunderSections of, and references to any lawExhibits to, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms; (i) references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days this Agreement unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarsspecified.

Rules of Construction. Unless In the interpretation of this Agreement, unless otherwise provided or the context requires otherwise: otherwise requires: (a) The singular includes the plural and vice versa and, in particular (but without limiting the generality of the foregoing), any pronoun word or expression defined in the singular has the corresponding meaning used in this Agreement shall include the corresponding masculine, feminine or neuter forms; plural and vice versa; (b) references Any reference to Sectionsany gender includes the other gender; (c) Any reference to an Article, ExhibitsSection, paragraphs and clauses refer Exhibit, clause, subclause, paragraph, subparagraph, Schedule or recital is a reference to Sectionsan Article, SchedulesSection, Exhibits paragraphs and clauses Exhibit, clause, subclause, paragraph, subparagraph, Schedule or recital of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; ; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not Any reference to any particular provision of this Agreement; agreement, instrument or other document (i) shall include all appendices, exhibits and schedules thereto and all agreements, documents or other writings incorporated by reference therein, and (ii) shall be a reference to such agreement, instrument or other document as amended, supplemented, modified, suspended, restated or novated from time to time; (e) the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references Any reference to any law or statute shall be deemed to refer to such law or statute as amended or supplemented from time to time and shall include all rules and regulations and forms promulgated thereunder, and references to any law, rule, form or statute shall be construed as including any legal and all statutory provisions, rules or forms provisions consolidating, amending, succeeding amending or replacing such statute and all governmental regulations and rules promulgated thereunder; (f) Any reference to "writing" includes printing, typing, lithography and other means of reproducing words in a visible form; (g) Any reference to a time or date or to a local time or date is a reference to the applicable lawtime and date in Atlanta, rule, form or statute; Georgia; (h) references The headings and Article, Section and paragraph numbering contained in this Agreement are used solely for convenience and do not constitute a part of this Agreement, nor shall such headings and numbering be used in any manner to any contract or agreement shall be deemed to refer to such contract or agreement as amended, modified or supplemented from time to time aid in accordance with its terms; the construction of this Agreement; (i) References herein to the "Company Disclosure Schedules" mean the disclosure schedules, dated as of the date hereof, which have been delivered by the Company or the Members to the Purchaser and all other documents, agreements, and other items disclosed by the Company or the Members in writing to the Purchaser and attached to such schedules in connection with this Agreement, and references to any Person include such Person and its respective heirs, executors, administrators, successors, legal representatives and permitted assignsa numbered Company Disclosure Schedule shall mean that portion of the Company Disclosure Schedules that refers to the specific section or subsection of Article 5 of this Agreement; --------- (j) references The term "disclosed by Purchaser" means and includes, with respect to “days” are information concerning any event, fact or circumstance, information contained in the Purchaser's Disclosure Schedules, in this Agreement and the other Purchase Agreements (defined in Section 12.4), and in press releases of ------------ Purchaser disseminated to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollars.major news wire services;

Rules of Construction. Unless For all purposes of this Agreement and the other Facility Documents, except as otherwise expressly provided or unless the context requires otherwise: otherwise requires, (a) any pronoun used in this Agreement singular words shall include connote the corresponding masculineplural as well as the singular and vice versa (except as indicated), feminine or neuter forms; as may be appropriate, (b) references to Sections, Exhibits, paragraphs and clauses refer to Sections, Schedules, Exhibits paragraphs and clauses of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms herein,” “hereof”, “herein” or and “hereunder” and other words of similar import used in any Facility Document refer to this Agreement such Facility Document as a whole and not to any particular article, schedule, section, paragraph, clause, exhibit or other subdivision thereof, (c) the headings, subheadings and table of contents set forth in any Facility Document are solely for convenience of reference and shall not constitute a part of such Facility Document nor shall they affect the meaning, construction or effect of any provision hereof, (d) references in any Facility Document to “include” or “including” shall mean include or including, as applicable, without limiting the generality of this Agreement; any description preceding such term, (e) the term “or” is not exclusive and any definition of or reference to any Facility Document, agreement, instrument or other document shall have the inclusive meaning of “and/or”; be construed as referring to such Facility Document, agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein or any other Facility Document), (f) defined terms any reference in any Facility Document, including the introduction and recitals to such Facility Document, to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions set forth herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; or in any other applicable agreement), (g) references any reference to any law or statute regulation herein shall be deemed to refer to such law or statute regulation as amended amended, modified, supplemented or supplemented replaced from time to time and shall include all rules and regulations and forms promulgated thereundertime, and references to any law, rule, form or statute shall be construed as including any legal and statutory provisions, rules or forms consolidating, amending, succeeding or replacing the applicable law, rule, form or statute; (h) any Event of Default shall be continuing until expressly waived in writing by the requisite Lenders, (i) except as set forth herein, references herein to the knowledge or actual knowledge of a Person shall mean the actual knowledge following due inquiry of such Person, (j) except as otherwise expressly provided for in this Agreement, any contract use of “material” or agreement “materially” or words of similar meaning in this Agreement shall mean material, as determined by the Administrative Agent in its reasonable discretion, (k) unless otherwise expressly stated in this Agreement, if at any time any change in generally accepted accounting principles (including the adoption of IFRS) would affect the computation of any covenant (including the computation of any financial covenant) set forth in this Agreement or any other Facility Document, the Borrower and the Administrative Agent shall negotiate in good faith to amend such covenant to preserve the original intent in light of such change; provided, that, until so amended, (i) such covenant shall continue to be computed in accordance with the application of generally accepted accounting principles prior to such change and (ii) the Borrower shall provide to the Administrative Agent a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such covenant made before and after giving effect to such change in generally accepted accounting principles and (l) the words “execution,” “signed,” “signature,” and words of like import in this Agreement shall be deemed to refer include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to such contract or agreement the extent and as amendedprovided for in any applicable law, modified or supplemented from time to time including the Federal Electronic Signatures in accordance with its terms; (i) references to any Person include such Person Global and its respective heirs, executors, administrators, successors, legal representatives and permitted assigns; (j) references to “days” are to calendar days unless otherwise indicated; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this AgreementNational Commerce Act, the date that is New York State Electronic Signatures and Records Act, or any other similar state laws based on the reference date in calculating such period shall be excluded; (l) references to “writing” or “written” shall include electronic mail; and (m) all references to $, currency, monetary values and dollars set forth herein shall mean United States dollarsUniform Electronic Transactions Act.