Extract to table

The Forbearance Agreement shall be superseded by this Agreement upon the RSA Execution Date, subject to the terms and conditions set forth herein

Capitalized terms used but not otherwise defined in these Recitals shall have the meanings ascribed to them in Section 1

"Material Adverse Change" means any event, circumstance, development, condition, occurrence, or combination thereof that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, operations, assets, liabilities, financial condition, or results of operations of TSL and its subsidiaries (including TAI), taken as a whole, (b) the ability of any Company Party to perform its obligations under this Agreement or any Definitive Document, or (c) the validity or enforceability of this Agreement or any Definitive Document; provided, however, that for purposes of this definition, the liquidity crisis and covenant breaches described in Recital C and Recital E, to the extent known to the Consenting Lenders and disclosed prior to the RSA Execution Date, shall not constitute a Material Adverse Change

Unless the context otherwise requires, the following rules of interpretation shall apply to this Agreement: (a) The headings and captions contained in this Agreement are included for convenience of reference only and shall not affect the interpretation of this Agreement

(c) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation

" (d) Words in the singular shall include the plural and vice versa, and words denoting any gender shall include all genders