Common use of ACCOUNTING AND OTHER TERMS Clause in Contracts

ACCOUNTING AND OTHER TERMS. As used in this Agreement, the Revolving Note, any other Loan Document, or any certificate, report or other document made or delivered pursuant to this Agreement, accounting terms not defined in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined, shall have the respective meanings given to them under GAAP; provided, however, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of Borrower for the fiscal year ended December 31, 2010. If at any time any change in GAAP would affect the computation of any financial ratio set forth in any Loan Document, and Borrower or HSBC shall so request, HSBC and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to approval by HSBC and Borrower); provided that, until so amended, such ratio shall continue to be computed in accordance with GAAP prior to such change therein, and Borrowers shall provide to HSBC within five days after delivery of each certificate or financial report required hereunder that is affected thereby a written statement of a Responsible Officer of Borrowers setting forth in reasonable detail the differences (including any differences that would affect any calculations relating to the financial covenants) that would have resulted if such financial statements had been prepared without giving effect to such change. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 1.2. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Each reference to a Section, an Exhibit or a Schedule shall be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement, as modified or supplemented pursuant to the terms hereof. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes (including the Code) and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which HSBC is a party, including, without limitation, references to any of the other Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default that is capable of being cured, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by HSBC. Wherever the phrase “to the best of Borrower’s knowledge” or words of similar import relating to the knowledge or the awareness of Borrower are used in this Agreement or other Loan Documents, such phrase shall mean and refer to (i) the actual knowledge of a senior officer of Borrower or (ii) the knowledge that a senior officer would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates.

ACCOUNTING AND OTHER TERMS. As used in this AgreementExcept as otherwise expressly provided herein, the Revolving Note, any other Loan Document, or any certificate, report or other document made or delivered pursuant to this Agreement, all accounting terms not otherwise defined in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined, shall have the respective meanings given assigned to them under GAAP; provided, however, whenever such accounting terms are used for the purposes of determining compliance in conformity with financial covenants in this Agreement, such accounting terms shall Applicable Accounting Standards. Calculations and determinations must be defined in accordance with GAAP as applied in preparation of the audited financial statements of Borrower for the fiscal year ended December 31, 2010made following Applicable Accounting Standards. If at any time any change in GAAP Applicable Accounting Standards would affect the computation of any financial ratio requirement set forth in any Loan Document, and either Borrower or HSBC the Collateral Agent shall so request, HSBC the Collateral Agent and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to approval by HSBC and Borrower)Applicable Accounting Standards; provided provided, that, until so amended, such ratio requirement shall continue to be computed in accordance with GAAP Applicable Accounting Standards prior to such change therein. Without limiting the foregoing, and Borrowers leases shall provide continue to HSBC within five days after delivery of each certificate or financial report required hereunder be classified on a basis consistent with that is affected thereby a written statement of a Responsible Officer of Borrowers setting forth reflected in reasonable detail the differences (including any differences that would affect any calculations relating to the financial covenants) that would have resulted if such audited consolidated financial statements had been prepared without giving effect to of Borrower for the fiscal year ended December 31, 2018 for all purposes of this Agreement, notwithstanding any change in Applicable Accounting Standards relating thereto or the application thereof, unless Borrower and the Collateral Agent shall enter into a mutually acceptable amendment addressing such changechanges, as provided for above. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 1.213. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Each reference to a Section, an Exhibit or a Schedule shall be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement, as modified or supplemented pursuant to the terms hereof. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes (including the Code) and related regulations shall include any amendments “Dollars” or “$” are United States Dollars, unless otherwise noted. For purposes of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which HSBC is a party, including, without limitation, references to any of the other Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein determining compliance with Section 6 with respect to the time amount of day shall mean the time any Indebtedness in New York. A a currency other than Dollars, no Default or Event of Default shall be deemed to exist have occurred solely as a result of changes in rates of currency exchange occurring after the time such Indebtedness is incurred, made or acquired (so long as such Indebtedness, at all times during the period commencing on the date that such Default time incurred, made or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement oracquired, in the case of a Default that is capable of being cured, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by HSBC. Wherever the phrase “to the best of Borrower’s knowledge” or words of similar import relating to the knowledge or the awareness of Borrower are used in this Agreement or other Loan Documents, such phrase shall mean and refer to (i) the actual knowledge of a senior officer of Borrower or (ii) the knowledge that a senior officer would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relateswas permitted hereunder).

ACCOUNTING AND OTHER TERMS. As used in this Agreement, the Revolving Note, any other Loan Document, or any certificate, report or other document made or delivered pursuant to this Agreement, accounting (a) Accounting terms not defined in Section 1.2 or elsewhere in this Agreement shall be construed following GAAP. Calculations and accounting terms partly defined in Section 1.2 determinations must be made following GAAP (except for (a) non-compliance with FASB ASC Topic 718 with respect to the extent not defined, shall have the respective meanings given monthly financial statements and (b) with respect to them under GAAP; provided, however, whenever such accounting terms are used unaudited financial statements for the purposes absence of determining compliance with financial covenants in this Agreementfootnotes and subject to year-end audit adjustments), such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of Borrower for the fiscal year ended December 31, 2010. If provided that if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower or HSBC Bank shall so request, HSBC Borrower and Borrower Bank shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to approval by HSBC and Borrower)GAAP; provided provided, further, that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and Borrowers (ii) Borrower shall provide to HSBC within five days after delivery of each certificate Bank financial statements and other documents required under this Agreement or financial report required as reasonably requested hereunder that is affected thereby a written statement of a Responsible Officer of Borrowers setting forth in reasonable detail the differences (including any differences that would affect any a reconciliation between calculations relating to the financial covenants) that would have resulted if of such financial statements had been prepared without ratio or requirement made before and after giving effect to such changechange in GAAP. Capitalized terms not otherwise defined in Notwithstanding the foregoing, any obligations of a Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions, calculations and covenants for purpose of this Agreement shall (provided that financial statements provided to Bank may reflect capitalized lease obligations in accordance with the ASU so long as Borrower provides a reconciliation with such financial statements indicating which of such obligations would have the meanings set forth in Section 1.2. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code been treated as operating leases for purposes of GAAP prior to the extent issuance of the ASU) (whether or not such terms operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are defined therein. The terms required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in accordance with GAAP. (b) As used in the Loan Documents: (i) the words “herein”shall” or “will” are mandatory, the word “hereofmay” is permissive, the word “or” is not exclusive, the words “includes” and “hereunderincluding” are not limiting, the singular includes the plural, and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Each reference to a Section, an Exhibit or a Schedule shall be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement, as modified or supplemented pursuant to numbers denoting amounts that are set off in brackets are negative; (ii) the terms hereof. Any pronoun used shall be deemed to cover all genders. Wherever appropriate term “continuing” in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes (including the Code) and related regulations shall include any amendments context of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which HSBC is a party, including, without limitation, references to any of the other Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default that is capable of being cured, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such means that the Event of Default has not been waived in writing by HSBC. Wherever the phrase “remedied (if capable of being remedied) or waived; and (iii) whenever a representation or warranty is made to Borrower’s knowledge or awareness, to the “best of of” Borrower’s knowledge” , or words of with a similar import relating to the qualification, knowledge or the awareness of Borrower are used in this Agreement or other Loan Documents, such phrase shall mean and refer to (i) means the actual knowledge knowledge, after reasonable investigation, of a senior officer of Borrower or (ii) the knowledge that a senior officer would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relatesany Responsible Officer.

ACCOUNTING AND OTHER TERMS. As used Except as specifically provided otherwise in this Agreement, the Revolving Note, any other Loan Document, or any certificate, report or other document made or delivered pursuant to this Agreement, all accounting terms used herein that are not specifically defined in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined, shall have the respective meanings given to them under GAAP; provided, however, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP IFRS as applied in preparation effect from time to time, provided that if Issuer notifies Purchaser Agent that Issuer requests an amendment to any provision hereof to eliminate the effect of the audited financial statements of Borrower for the fiscal year ended December 31, 2010. If at any time any change occurring after the date hereof in GAAP would affect IFRS or in the computation application thereof on the operation of such provision, regardless of whether any financial ratio set forth in any Loan Document, and Borrower such notice is given before or HSBC shall so request, HSBC and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of after such change in GAAP (subject IFRS or in the application thereof, then such provision shall be interpreted on the basis of IFRS as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, any obligations of a Person that are or would have been treated as operating leases for purposes of IFRS prior to approval the issuance by HSBC and Borrower); provided that, until so amended, such ratio the International Accounting Standards Board of IFRS 16 shall continue to be computed accounted for as operating leases for purposes of all financial definitions, calculations and covenants for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with GAAP prior IFRS 16 (on a prospective or retroactive basis or otherwise) to such change therein, and Borrowers shall provide to HSBC within five days after delivery of each certificate be treated as a Capital Lease (or financial report required hereunder finance lease) obligations in accordance with IFRS; provided that is affected thereby a written statement of a Responsible Officer of Borrowers setting forth in reasonable detail the differences (including any differences that would affect any calculations relating to the financial covenants) that would have resulted if such financial statements had been of the Obligors shall be prepared without giving effect to such changeunder IFRS, consistently applied, including in accordance with IFRS 16. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 1.2Article XV. All other capitalized terms contained in this AgreementAgreement that are not defined in this Agreement or Article XV, unless otherwise indicated, shall have the meaning provided by the Code UCC to the extent such terms are defined therein. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Each reference to a Section, an Exhibit or a Schedule shall be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement, as modified or supplemented pursuant to the terms hereof. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes (including the Code) and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which HSBC is a party, including, without limitation, references to any of the other Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default that is capable of being cured, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by HSBC. Wherever the phrase “to the best of Borrower’s knowledge” or words of similar import relating to the knowledge or the awareness of Borrower are used in this Agreement or other Loan Documents, such phrase shall mean and refer to (i) the actual knowledge of a senior officer of Borrower or (ii) the knowledge that a senior officer would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates.

ACCOUNTING AND OTHER TERMS. As used in this Agreement, the Revolving Note, any other Loan Document, or any certificate, report or other document made or delivered pursuant to this Agreement, (a) All accounting terms not specifically defined herein shall be construed in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined, shall have the respective meanings given to them under accordance with GAAP; provided, however, whenever such accounting terms are used for that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of Borrower for the fiscal year ended December 31, 2010. If at any time any change in GAAP would affect the computation effect of any financial ratio set forth Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Administrative Agent notifies Borrower that the Required Lenders request an amendment to any Loan Documentprovision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Administrative Agent and Borrower or HSBC shall so request, HSBC and Borrower shall agree that they will negotiate in good faith amendments to amend the provisions of this Agreement that are directly affected by such ratio or requirement Accounting Change with the intent of having the respective positions of Lenders and Borrower after such Accounting Change conform as nearly as possible to preserve the original intent thereof in light of their respective positions immediately before such change in GAAP (subject to approval by HSBC and Borrower); provided thatAccounting Change took effect and, until so amendedany such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such ratio Accounting Change had occurred. When used herein, the term “financial statements” shall continue include the notes and schedules thereto. Whenever the term “Borrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrower and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, all financial statements delivered hereunder shall be computed in accordance with GAAP prior to such change thereinprepared, and Borrowers all financial covenants contained herein shall provide to HSBC within five days after delivery of each certificate or financial report required hereunder that is affected thereby a written statement of a Responsible Officer of Borrowers setting forth in reasonable detail the differences (including any differences that would affect any calculations relating to the financial covenants) that would have resulted if such financial statements had been prepared be calculated, without giving effect to such change. Capitalized terms not otherwise defined in this Agreement shall have any election under the meanings set forth in Section 1.2. All other terms contained in this Agreement, unless otherwise indicated, shall have Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the meaning provided by the Code to the extent such terms are defined therein. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Each reference to a Section, an Exhibit or a Schedule shall be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement, as modified or supplemented pursuant to the terms hereof. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes (including the Code) and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which HSBC is a party, including, without limitation, references to any of the other Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals fair value thereof. All references herein to the time of day shall mean the time in New York. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default that is capable of being cured, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by HSBC. Wherever the phrase “to the best of Borrower’s knowledge” or words of similar import relating to the knowledge or the awareness of Borrower are used in this Agreement or other Loan Documents, such phrase shall mean and refer to (i) the actual knowledge of a senior officer of Borrower or (ii) the knowledge that a senior officer would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates.

ACCOUNTING AND OTHER TERMS. As used in this Agreement, the Revolving Note, any other Loan Document, or any certificate, report or other document made or delivered pursuant to this Agreement, accounting Accounting terms not defined in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined, shall have the respective meanings given to them under GAAP; provided, however, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of Borrower for the fiscal year ended December 31, 2010. If at any time any change in GAAP would affect the computation of any financial ratio set forth in any Loan Document, and Borrower or HSBC shall so request, HSBC and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to approval by HSBC and Borrower); provided that, until so amended, such ratio shall continue to be computed in accordance with GAAP prior to such change therein, and Borrowers shall provide to HSBC within five days after delivery of each certificate or financial report required hereunder that is affected thereby a written statement of a Responsible Officer of Borrowers setting forth in reasonable detail the differences (including any differences that would affect any calculations relating to the financial covenants) that would have resulted if such financial statements had been prepared without giving effect to such change. Capitalized terms not otherwise defined in this Agreement shall have be construed following GAAP, and calculations and determinations must be made following GAAP (except with respect to unaudited financial statements for (i) non-compliance with ASC 718 and (ii) the meanings set forth in Section 1.2absence of footnotes and subject to normal year-end audit adjustments). All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. The terms “Notwithstanding anything to the contrary contained in this Section, with respect to the definitions and the calculation of amounts and ratios contained herein”, “hereof” (a) except as otherwise expressly set forth herein, the accounting for revenue recognition from contracts with customers and “hereunder” the impact of such accounting, GAAP shall mean Financial Accounting Standards Board Accounting Standards Codification 606, (b) if at any time any change in GAAP would affect the computation of amounts and ratios contained herein or in any other words of similar import refer to this Agreement as a whole Loan Document, and not Borrower notifies Bank that Borrower requests an amendment to any particular sectionprovision hereof to preserve the original intent thereof in light of such change in GAAP (or if Bank notifies Borrower that Bank requests an amendment to any provision hereof for such purpose), paragraph regardless of whether any such notice is given before or subdivision. Each reference to a Section, an Exhibit after such change in GAAP or a Schedule shall be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement, as modified or supplemented pursuant to the terms hereof. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the contextapplication thereof, terms used herein in the singular also include the plural and vice versa. All references to statutes (including the Code) and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which HSBC is a party, including, without limitation, references to any of the other Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default that is capable of being cured, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by HSBC. Wherever the phrase “to the best of Borrower’s knowledge” or words of similar import relating to the knowledge or the awareness of Borrower are used in this Agreement or other Loan Documents, such phrase shall mean and refer to then (i) the actual knowledge of a senior officer of Borrower or and Bank shall negotiate in good faith to effect such amendment, and (ii) such provision shall be interpreted (and such amount or ratio shall continue to be computed) on the knowledge basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (c) all obligations of any Person that a senior officer are or would have obtained if he had engaged in good faith been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions, calculations and diligent performance covenants for purposes of his duties, including the making of such reasonably specific inquiries as may be necessary this Agreement (other than for purposes of the employees delivery of financial statements prepared in accordance with GAAP) whether or agents of Borrower and not such operating lease obligations were in effect on such date, notwithstanding the fact that such obligations are required in accordance with the ASU (on a good faith attempt prospective or retroactive basis or otherwise) to ascertain the existence or accuracy of the matter to which such phrase relatesbe treated as capitalized lease obligations in accordance with GAAP.

ACCOUNTING AND OTHER TERMS. As used in this Agreement, the Revolving Note, any other Loan Document, or any certificate, report or other document made or delivered pursuant to this Agreement, accounting Accounting terms not defined in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined, shall have the respective meanings given to them under GAAP; provided, however, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined construed in accordance with GAAP as applied GAAP. Calculations and determinations must be made in preparation of the audited financial statements of Borrower for the fiscal year ended December 31, 2010. If accordance with GAAP; provided that if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower or HSBC Agent shall so request, HSBC Borrower and Borrower Agent shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to approval by HSBC and Borrower)GAAP; provided thatfurther, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and Borrowers (b) Borrower shall provide to HSBC within five days after delivery of each certificate Agent with financial statements and other documents required under this Agreement or financial report required as reasonably requested hereunder that is affected thereby a written statement of a Responsible Officer of Borrowers setting forth in reasonable detail the differences (including any differences that would affect any a reconciliation between calculations relating to the financial covenants) that would have resulted if of such financial statements had been prepared without ratio or requirement made before and after giving effect to such changechange in GAAP. In addition, no effect shall be given to Accounting Standards Codification 842, Leases (or any other Accounting Standards Codification having similar result or effect) (and related interpretations) to the extent any lease (or similar arrangement) would be required to be treated as a capital lease thereunder where such lease (or arrangement) would have been treated as an operating lease under GAAP as in effect immediately prior to the effectiveness of such Accounting Standards Codification. Notwithstanding the foregoing, all financial covenant and other financial calculations shall be computed with respect to Borrower only, and not on a consolidated basis. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 1.215. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. The terms All headings numbered without a decimal point are herein referred to as “herein”, “hereofArticles,” and “hereunder” and other words of similar import refer to this Agreement as all paragraphs numbered with a whole and not to any particular section, paragraph or subdivision. Each reference to a Section, an Exhibit or a Schedule shall be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement, as modified or supplemented pursuant to the terms hereof. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes decimal point (including the Code) and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which HSBC is a party, including, without limitation, references to any of the other Loan Documents, shall include any and all modifications subparagraphs or amendments thereto and any and all extensions or renewals subsections thereof. All references ) are herein referred to the time of day shall mean the time in New York. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default that is capable of being cured, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall as “continue” or be “continuing” until such Event of Default has been waived in writing by HSBC. Wherever the phrase “to the best of Borrower’s knowledge” or words of similar import relating to the knowledge or the awareness of Borrower are used in this Agreement or other Loan Documents, such phrase shall mean and refer to (i) the actual knowledge of a senior officer of Borrower or (ii) the knowledge that a senior officer would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relatesSections.”

ACCOUNTING AND OTHER TERMS. As used (a) Unless otherwise expressly provided in this Agreement, each accounting term used in this Agreement has the Revolving Notemeaning given it under GAAP applied on a basis consistent with those used in preparing the financial statements and using the same inventory valuation method as used in the financial statements, except for any other Loan Documentchange required or permitted by GAAP if Borrowers’ certified public accountants concur in that change, or any certificatethe change is disclosed to Administrative Agent, report or other document made or and Section 11.12 is amended in a manner satisfactory to Administrative Agent to take into account the effects of the change. All financial statements delivered pursuant to this Agreement, accounting terms not defined in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined, shall have the respective meanings given to them under GAAP; provided, however, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined prepared in accordance with GAAP as applied in preparation of the audited financial statements of Borrower for the fiscal year ended December 31, 2010. English language and Dollars. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and Borrower or HSBC any of the Borrowers, the Required Lenders shall so request, HSBC with notice to the Administrative Agent, the Lenders and the Borrower Representative on behalf of the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval by HSBC and Borrowerof the Required Lenders); provided that, until so amended, such ratio shall continue . Notwithstanding anything to the contrary contained in this paragraph or the definition of “Capital Lease,” or “Capital Lease Obligations” in the event of an accounting change requiring all leases to be computed capitalized, only those leases (assuming for purposes hereof that they were in existence on the Closing Date) that would constitute Capital Leases or Capital Lease Obligations in accordance with GAAP on December 31, 2018 shall be considered Capital Leases or Capital Lease Obligations, as applicable, and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewith; provided, that, for the avoidance of doubt, all leases entered into after December 31, 2018 shall be capitalized, except to the extent that any such lease is a renewal, extension or replacement of any lease entered into or prior to such change thereinDecember 31, 2018. (c) All terms used in this Agreement which are defined in Article 8 or Article 9 of the UCC and Borrowers shall provide to HSBC within five days after delivery of each certificate or financial report required hereunder that is affected thereby a written statement of a Responsible Officer of Borrowers setting forth in reasonable detail the differences (including any differences that would affect any calculations relating to the financial covenants) that would have resulted if such financial statements had been prepared without giving effect to such change. Capitalized terms which are not otherwise defined in this Agreement shall have the same meanings set forth in Section 1.2. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular sectionset forth therein, paragraph or subdivision. Each reference to a Section, an Exhibit or a Schedule shall be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement, as modified or supplemented pursuant to the except that terms hereof. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes (including the Code) and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which HSBC is a party, including, without limitation, references to any of the other Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default that is capable of being cured, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by HSBC. Wherever the phrase “to the best of Borrower’s knowledge” or words of similar import relating to the knowledge or the awareness of Borrower are used in this Agreement which are defined in the UCC as in effect in the State of New York on the date of this Agreement will continue to have the same meaning notwithstanding any replacement or other Loan Documents, such phrase shall mean and refer to (i) the actual knowledge amendment of a senior officer of Borrower or (ii) the knowledge that a senior officer would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries statute except as Administrative Agent may be necessary of the employees or agents of Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates.otherwise determine

ACCOUNTING AND OTHER TERMS. As used in this Agreement, the Revolving Note, any other Loan Document, or any certificate, report or other document made or delivered pursuant to this Agreement, accounting Accounting terms not defined in Section 1.2 or elsewhere in this Agreement shall be construed following GAAP. Calculations and accounting terms partly defined in Section 1.2 determinations must be made following GAAP (except with respect to unaudited financial statements for the extent not definedabsence of footnotes and subject to year-end audit adjustments, shall have the respective meanings given to them under GAAP; provided, however, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of Borrower for the fiscal year ended December 31, 2010. If that if at any time any change in GAAP would affect the computation of any financial ratio covenant or requirement set forth in any Loan Document, and either Borrower or HSBC Bank shall so request, HSBC Borrower and Borrower Bank shall negotiate in good faith to amend such ratio covenant or requirement to preserve the original intent thereof in light of such change in GAAP (subject to approval by HSBC and Borrower)GAAP; provided provided, further, that, until so amended, (a) such ratio covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and Borrowers (b) Borrower shall provide to HSBC within five days after delivery of each certificate Bank financial statements and other documents required under this Agreement or financial report required as reasonably requested hereunder that is affected thereby a written statement of a Responsible Officer of Borrowers setting forth in reasonable detail the differences (including any differences that would affect any a reconciliation between calculations relating to the financial covenants) that would have resulted if of such financial statements had been prepared without ratio or requirement made before and after giving effect to such changechange in GAAP; provided, further, that all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions, calculations and covenants for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in accordance with GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 1.213. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Each reference to a Section, an Exhibit or a Schedule shall be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement, as modified or supplemented pursuant to the terms hereof. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes (including the Code) and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which HSBC is a party, including, without limitation, references to any of the other Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default that is capable of being cured, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by HSBC. Wherever the phrase “to the best of Borrower’s knowledge” or words of similar import relating to the knowledge or the awareness of Borrower are used in this Agreement or other Loan Documents, such phrase shall mean and refer to (i) the actual knowledge of a senior officer of Borrower or (ii) the knowledge that a senior officer would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates.

ACCOUNTING AND OTHER TERMS. As used in this Agreement, the Revolving Note, any other Loan Document, or any certificate, report or other document made or delivered pursuant to this Agreement, accounting 1.1 Accounting terms not defined in Section 1.2 or elsewhere in this Agreement shall be construed in accordance with GAAP. Calculations and accounting terms partly defined determinations shall be made in Section 1.2 accordance with GAAP (except with respect to unaudited financial statements for the extent not definedabsence of footnotes and subject to year-end audit adjustments), shall have the respective meanings given to them under GAAP; provided, however, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of Borrower for the fiscal year ended December 31, 2010. If that if at any time any change in GAAP would affect the computation of any financial ratio covenant or requirement set forth in any Loan Document, and either Borrower or HSBC any Lender shall so request, HSBC Borrower and Borrower the Lenders shall negotiate in good faith to amend such ratio covenant or requirement to preserve the original intent thereof in light of such change in GAAP (subject to approval by HSBC and Borrower)GAAP; provided provided, further, that, until so amended, , (i) such ratio covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and Borrowers (ii) Borrower shall provide to HSBC within five days after delivery of each certificate the Lenders financial statements and other documents required under this Agreement or financial report required as reasonably requested hereunder that is affected thereby a written statement of a Responsible Officer of Borrowers setting forth in reasonable detail the differences (including any differences that would affect any a reconciliation between calculations relating to the financial covenants) that would have resulted if such financial statements had been prepared without of requirement made before and after giving effect to such changechange in GAAP; provided, further, that (x) all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions, calculations and covenants for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as Capital Lease Obligations in accordance with GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 1.213. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Each reference to a Section, an Exhibit or a Schedule shall be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement, as modified or supplemented pursuant to the terms hereof. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes (including the Code) and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which HSBC is a party, including, without limitation, references to any of the other Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default that is capable of being cured, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continueDollars” or be “continuing$” until such Event of Default has been waived in writing by HSBC. Wherever the phrase “to the best of Borrower’s knowledge” or words of similar import relating to the knowledge or the awareness of Borrower are used in this Agreement or other Loan DocumentsUnited States Dollars, such phrase shall mean and refer to (i) the actual knowledge of a senior officer of Borrower or (ii) the knowledge that a senior officer would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relatesunless otherwise noted.

ACCOUNTING AND OTHER TERMS. As used in this Agreement(a) Except as otherwise expressly provided herein, the Revolving Note, any other Loan Document, or any certificate, report or other document made or delivered pursuant to this Agreement, all accounting terms not otherwise defined in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined, herein shall have the respective meanings given assigned to them under in conformity with GAAP; provided. Financial statements and other information required to be delivered by Company to Investors pursuant to Section 5.1(a) and Section 5.1(b) shall be prepared in accordance with GAAP as in effect at the time of such preparation. Subject to the foregoing, howevercalculations in connection with the definitions, whenever such covenants and other provisions hereof shall utilize accounting terms are principles and policies in conformity with those used to prepare the Historical Financial Statements. Notwithstanding the foregoing, for the purposes of determining compliance with any covenant (including the computation of any financial covenants in this Agreementcovenant) contained herein, such accounting terms Indebtedness of Company and its Subsidiaries shall be defined deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470 20 on financial liabilities shall be disregarded. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption of Financial Accounting Standards Board Accounting Standards Codification 842 (or any other Accounting Standards Codification having a similar result or effect and related interpretations), or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a Capital Lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on the Closing Date; it being further agreed that all liabilities under or in respect of any lease (whether now outstanding or at any time hereafter entered into or incurred) that, under GAAP as in effect on the Closing Date, would be accrued as an operating lease expense and would not constitute a Capital Lease shall continue to be treated as operating lease expense in accordance with GAAP as applied in preparation effect on the Closing Date and shall not constitute a Capital Lease. (b) All terms used in this Agreement which are defined in Article 8 or Article 9 of the audited financial statements UCC as in effect from time to time in the State of Borrower for New York and which are not otherwise defined herein shall have the fiscal year ended December 31, 2010. If at any time any change in GAAP would affect the computation of any financial ratio same meanings herein as set forth therein, provided that terms used herein which are defined in any Loan Document, and Borrower or HSBC shall so request, HSBC and Borrower shall negotiate the UCC as in good faith to amend such ratio or requirement to preserve effect in the original intent thereof in light State of such change in GAAP (subject to approval by HSBC and Borrower); provided that, until so amended, such ratio New York on the date hereof shall continue to be computed in accordance with GAAP prior to such change therein, and Borrowers shall provide to HSBC within five days after delivery of each certificate or financial report required hereunder that is affected thereby a written statement of a Responsible Officer of Borrowers setting forth in reasonable detail the differences (including any differences that would affect any calculations relating to the financial covenants) that would have resulted if such financial statements had been prepared without giving effect to such change. Capitalized terms not otherwise defined in this Agreement shall have the meanings same meaning notwithstanding any replacement or amendment of such statute except as the Required Investors may otherwise reasonably determine. (c) For purposes of determining compliance with any incurrence or expenditure tests set forth in Section 1.2. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars ($)) shall be converted into Dollars on the basis of the exchange rates (as shown on the Bloomberg currency page for such terms are defined therein. The terms “herein”currency or, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and if the same does not to any particular sectionprovide such exchange rate, paragraph or subdivision. Each by reference to a Section, an Exhibit or a Schedule shall such other recognized and publicly available service for displaying exchange rates as may be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement, as modified or supplemented pursuant to reasonably selected by the terms hereof. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes (including the Code) and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which HSBC is a party, including, without limitation, references to any of the other Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement Required Investors or, in the case event no such service is available, on such other basis as is reasonably satisfactory to the Required Investors) as in effect on the date of a Default such incurrence or expenditure under any provision of any such Section that is capable of being cured, is cured within any period of cure expressly has an aggregate Dollar limitation provided for in this Agreement; therein (and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by HSBC. Wherever the phrase “to the best extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Borrower’s knowledge” Dollars, all outstanding amounts originally incurred or words spent in currencies other than Dollars shall be converted into Dollars on the basis of similar import relating the exchange rates (as shown on the Bloomberg currency page for such currency or, if the same does not provide such exchange rate, by reference to the knowledge or the awareness of Borrower are used in this Agreement or such other Loan Documents, such phrase shall mean recognized and refer to (i) the actual knowledge of a senior officer of Borrower or (ii) the knowledge that a senior officer would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries publicly available service for displaying exchange rates as may be necessary reasonably selected by the Required Investors or, in the event no such service is available, on such other basis as is reasonably satisfactory to the Required Investors) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the employees or agents of Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relatesDollar amount outstanding at any time).

ACCOUNTING AND OTHER TERMS. As used in this Agreement(a) Except as otherwise expressly provided herein, the Revolving Note, any other Loan Document, or any certificate, report or other document made or delivered pursuant to this Agreement, all accounting terms not otherwise defined in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined, herein shall have the respective meanings given assigned to them under in conformity with GAAP; provided. Financial statements and other information required to be delivered by Company to Lenders pursuant to Sections 5.1(a), howeverSection 5.1(b) and 5.1(c), whenever as applicable, shall be prepared in accordance with GAAP as in effect at the time of such preparation. Subject to the foregoing, calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting terms are principles and policies in conformity with those used to prepare the Company Reports. Notwithstanding the foregoing, for the purposes of determining compliance with any covenant contained herein, Indebtedness of Company and its Subsidiaries shall be deemed to be carried at one hundred percent (100%) of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470 20 on financial covenants liabilities shall be disregarded. Notwithstanding anything to the contrary contained in this clause (a) or in the definition of “Capital Lease,” in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the Closing Date) that would constitute Capital Leases in conformity with GAAP on the Closing Date shall be considered Capital Leases and shall constitute Indebtedness or a Capital Lease under this Agreement or any other Loan Document. (b) All terms used in this Agreement which are defined in Article 8 or Article 9 of the UCC as in effect from time to time in the State of New York and which are not otherwise defined herein shall have the same meanings herein as set forth therein; provided that terms used herein which are defined in the UCC as in effect in the State of New York on the date hereof shall continue to have the same meaning notwithstanding any replacement or amendment of such statute except as Administrative Agent may otherwise determine. (c) For purposes of determining compliance with any incurrence or expenditure tests set forth in this Agreement, such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of Borrower for the fiscal year ended December 31, 2010. If at any time any change in GAAP would affect the computation of any financial ratio set forth in any Loan Document, and Borrower amounts so incurred or HSBC shall so request, HSBC and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP expended (subject to approval by HSBC and Borrower); provided that, until so amended, such ratio shall continue to be computed in accordance with GAAP prior to such change therein, and Borrowers shall provide to HSBC within five days after delivery of each certificate or financial report required hereunder that is affected thereby a written statement of a Responsible Officer of Borrowers setting forth in reasonable detail the differences (including any differences that would affect any calculations relating to the financial covenants) that would have resulted if such financial statements had been prepared without giving effect to such change. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 1.2. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent incurred or expended in a currency other than Dollars ($)) shall be converted into Dollars on the basis of the exchange rates (as shown on the Bloomberg currency page for such terms are defined therein. The terms “herein”currency or, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and if the same does not to any particular sectionprovide such exchange rate, paragraph or subdivision. Each by reference to a Section, an Exhibit or a Schedule shall such other recognized and publicly available service for displaying exchange rates as may be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement, as modified or supplemented pursuant to the terms hereof. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes (including the Code) and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which HSBC is a party, including, without limitation, references to any of the other Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement reasonably selected by Administrative Agent or, in the case event no such service is available, on such other basis as is reasonably satisfactory to Administrative Agent) as in effect on the date of a Default such incurrence or expenditure under any provision of any such Section that is capable of being cured, is cured within any period of cure expressly has an aggregate Dollar limitation provided for in this Agreement; therein (and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by HSBC. Wherever the phrase “to the best extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Borrower’s knowledge” Dollars, all outstanding amounts originally incurred or words spent in currencies other than Dollars shall be converted into Dollars on the basis of similar import relating the exchange rates (as shown on the Bloomberg currency page for such currency or, if the same does not provide such exchange rate, by reference to the knowledge or the awareness of Borrower are used in this Agreement or such other Loan Documents, such phrase shall mean recognized and refer to (i) the actual knowledge of a senior officer of Borrower or (ii) the knowledge that a senior officer would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries publicly available service for displaying exchange rates as may be necessary reasonably selected by Administrative Agent or, in the event no such service is available, on such other basis as is reasonably satisfactory to Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the employees or agents of Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relatesDollar amount outstanding at any time).

ACCOUNTING AND OTHER TERMS. As used in this Agreement, the Revolving Note, any other Loan Document, or any certificate, report or other document made or delivered pursuant to this Agreement, accounting Accounting terms not defined in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined, shall have the respective meanings given to them under GAAP; provided, however, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined construed in accordance with GAAP, and calculations and determinations must be made in accordance with GAAP as applied in preparation of the audited (except with respect to unaudited financial statements of Borrower (i) for non-compliance with FAS 123R and (ii) for the fiscal year ended December 31, 2010. If absence of footnotes and subject to year-end audit adjustments); provided that if at any time any change in GAAP would affect the computation of any financial ratio covenant or requirement set forth in any Loan Financing Document, and either Borrower or HSBC Required Lenders shall so request, HSBC Borrower, the Required Lenders and Borrower Agent shall negotiate in good faith to amend such ratio covenant or requirement to preserve the original intent thereof in light of such change in GAAP (subject to approval by HSBC and Borrower)GAAP; provided provided, further, that, until so amended, amended (a) such ratio covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and Borrowers (b) Borrower shall provide to HSBC within five days after delivery of each certificate Agent financial statements and other documents required under this Agreement or financial report required as reasonably requested hereunder that is affected thereby a written statement of a Responsible Officer of Borrowers setting forth in reasonable detail the differences (including any differences that would affect any a reconciliation between calculations relating to the financial covenants) that would have resulted if of such financial statements had been prepared without ratio or requirement made before and after giving effect to such changechange in GAAP; provided, further, that all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions, calculations and covenants for purposes of this Agreement (other than for purposes of the delivery of financial statements prepared in accordance with GAAP) whether or not such operating lease obligations were in effect on such date, notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in accordance with GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 1.215. All other capitalized terms contained in this AgreementSection 4 and Exhibit A, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. The terms All headings numbered without a decimal point are herein referred to as “herein”, “hereofArticles,” and “hereunder” and other words of similar import refer to this Agreement as all paragraphs numbered with a whole and not to any particular section, paragraph or subdivision. Each reference to a Section, an Exhibit or a Schedule shall be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement, as modified or supplemented pursuant to the terms hereof. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes decimal point (including the Code) and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which HSBC is a party, including, without limitation, references to any of the other Loan Documents, shall include any and all modifications subparagraphs or amendments thereto and any and all extensions or renewals subsections thereof. ) are herein referred to as “Sections.” All references herein to the time a merger, transfer, consolidation, amalgamation, assignment, sale or transfer, or analogous term, will be construed to mean also a division of day shall mean the time in New Yorkor by a limited liability company, as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or transfer, or similar term, as applicable. A Default or Event Any series of Default limited liability company shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of considered a Default that is capable of being cured, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by HSBC. Wherever the phrase “to the best of Borrower’s knowledge” or words of similar import relating to the knowledge or the awareness of Borrower are used in this Agreement or other Loan Documents, such phrase shall mean and refer to (i) the actual knowledge of a senior officer of Borrower or (ii) the knowledge that a senior officer would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relatesseparate Person.

ACCOUNTING AND OTHER TERMS. As used in this Agreement, the Revolving Note, any other Loan Document, or any certificate, report or other document made or delivered pursuant to this Agreement, accounting Accounting terms not defined in Section 1.2 or elsewhere in this Agreement shall be construed following GAAP (except for (i) noncompliance with FAS 123R in monthly reporting and accounting terms partly defined in Section 1.2 (ii) with respect to the extent not definedunaudited financial statements, shall have the respective meanings given to them under GAAP; provided, however, whenever such accounting terms are used for the purposes absence of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of Borrower for the fiscal year ended December 31, 2010. If footnotes and subject to year-end audit adjustments); provided that if at any time any change in GAAP would affect the computation of any financial ratio covenant or requirement set forth in any Loan Document, and Borrower Borrower, Agent, or HSBC Lenders shall so request, HSBC Borrower and Borrower Lenders shall negotiate in good faith to amend such ratio covenant or requirement to preserve the original intent thereof in light of such change in GAAP (subject to approval by HSBC and Borrower)GAAP; provided provided, further, that, until so amended, (a) such ratio covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and Borrowers (b) Borrower shall provide to HSBC within five days after delivery of each certificate Agent financial statements and other documents required under this Agreement or financial report required as reasonably requested hereunder that is affected thereby a written statement of a Responsible Officer of Borrowers setting forth in reasonable detail the differences (including any differences that would affect any a reconciliation between calculations relating to the financial covenants) that would have resulted if of such financial statements had been prepared without ratio or requirement made before and after giving effect to such changechange in GAAP, provided, further, that (x) any obligations of a Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the "ASU") shall continue to be accounted for as operating leases for purposes of all financial definitions, calculations and covenants for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in accordance with GAAP. Calculations and determinations must be made following GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 1.214 of this Agreement. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Each reference to a Section, an Exhibit or a Schedule shall be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement, as modified or supplemented pursuant to the terms hereof. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes (including the Code) and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which HSBC is a party, including, without limitation, references to any of the other Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default that is capable of being cured, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by HSBC. Wherever the phrase “to the best of Borrower’s knowledge” or words of similar import relating to the knowledge or the awareness of Borrower are used in this Agreement or other Loan Documents, such phrase shall mean and refer to (i) the actual knowledge of a senior officer of Borrower or (ii) the knowledge that a senior officer would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates.

ACCOUNTING AND OTHER TERMS. As used in this Agreement, the Revolving Note, any other Loan Document, or any certificate, report or other document made or delivered pursuant to this Agreement, accounting (a) Accounting terms not defined in Section 1.2 or elsewhere in this Agreement shall be construed following GAAP. Calculations and accounting terms partly defined in Section 1.2 determinations must be made following GAAP (except for with respect to the extent not defined, shall have the respective meanings given to them under GAAP; provided, however, whenever such accounting terms are used unaudited financial statements for the purposes absence of determining compliance with financial covenants in this Agreementfootnotes and subject to year-end audit adjustments), such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of Borrower for the fiscal year ended December 31, 2010. If provided that if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower or HSBC Bank shall so request, HSBC each Borrower and Borrower Bank shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to approval by HSBC and Borrower)GAAP; provided provided, further, that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change thereintherein and (ii) each Borrower shall provide Bank financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and Borrowers all computations of amounts and ratios referred to herein, and the determination of Indebtedness hereunder, shall provide to HSBC within five days after delivery of each certificate or financial report required hereunder that is affected thereby a written statement of a Responsible Officer of Borrowers setting forth in reasonable detail the differences (including any differences that would affect any calculations relating to the financial covenants) that would have resulted if such financial statements had been prepared be made without giving effect to Financial Accounting Standards Board (FASB) Standard ASC 842 (Leases) (or any other applicable financial accounting standard having a similar result or effect) and related interpretations, in each case, to the extent any lease (or similar arrangement conveying the right to use) would be required to be treated as a capital lease thereunder where such changelease (or similar arrangement) would have been treated as an operating lease under GAAP as in effect immediately prior to the effectiveness of the ASC 842. Capitalized Notwithstanding any terms not otherwise defined in this Agreement shall have to the meanings set forth in Section 1.2. All contrary, for purposes of any financial covenant and other terms contained financial calculations in this AgreementAgreement (other than for purposes of updating the Borrowing Base) which are made in whole or in part based upon the Availability Amount as of the last day of a particular month, unless otherwise indicated, calculations relying on information from a Borrowing Base Statement shall have be derived from the meaning provided by the Code Borrowing Base Statement most recently delivered. If and prior to the extent such terms are defined therein. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Each reference to a Section, an Exhibit or a Schedule shall be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, termination of this Agreement, as modified or supplemented pursuant to the terms hereof. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes (including the Code) and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which HSBC is a party, including, without limitation, references to any of the other Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default that is capable of being cured, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by HSBC. Wherever the phrase “to the best of Borrower’s knowledge” or words of similar import relating to the knowledge or the awareness of Borrower are used in this Agreement or other Loan Documents, such phrase shall mean and refer to (i) the actual knowledge of a senior officer of Borrower or (ii) the knowledge that a senior officer would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates.,

ACCOUNTING AND OTHER TERMS. As used in this Agreement, the Revolving Note, any other Loan Document, or any certificate, report or other document made or delivered pursuant to this Agreement, accounting (A) Accounting terms not defined in Section 1.2 or elsewhere in this Agreement shall be construed following GAAP. Calculations and accounting terms partly defined in Section 1.2 determinations must be made following GAAP (except for with respect to the extent not defined, shall have the respective meanings given to them under GAAP; provided, however, whenever such accounting terms are used unaudited financial statements for the purposes absence of determining compliance with financial covenants in this Agreementfootnotes and subject to year-end audit adjustments), such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of Borrower for the fiscal year ended December 31, 2010. If provided that if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower or HSBC any Lender shall so request, HSBC Borrower and Borrower Lenders shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to approval by HSBC and Borrower)GAAP; provided provided, further, that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and Borrowers (ii) Borrower shall provide to HSBC within five days after delivery of each certificate Agent and Lenders financial statements and other documents required under this Agreement or financial report required as reasonably requested hereunder that is affected thereby a written statement of a Responsible Officer of Borrowers setting forth in reasonable detail the differences (including any differences that would affect any a reconciliation between calculations relating to the financial covenants) that would have resulted if of such financial statements had been prepared without ratio or requirement made before and after giving effect to such changechange in GAAP. Capitalized terms not otherwise defined in Notwithstanding the foregoing, any obligations of a Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016, of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions, calculations and covenants for purpose of this Agreement shall have (whether or not such operating lease obligations were in effect on such date) notwithstanding the meanings set forth fact that such obligations are required in Section 1.2. All other terms contained accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in this Agreementaccordance with GAAP. (B) As used in the Loan Documents: (i) the words “shall” or “will” are mandatory, unless otherwise indicatedthe word “may” is permissive, shall have the meaning provided by word “or” is not exclusive, the Code to the extent such terms are defined therein. The terms words “herein”, “hereofincludes” and “hereunderincluding” are not limiting, the singular includes the plural, and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Each reference to a Section, an Exhibit or a Schedule shall be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement, as modified or supplemented pursuant to numbers denoting amounts that are set off in brackets are negative; (ii) the terms hereof. Any pronoun used shall be deemed to cover all genders. Wherever appropriate term “continuing” in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes (including the Code) and related regulations shall include any amendments context of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which HSBC is a party, including, without limitation, references to any of the other Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default that is capable of being cured, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such means that the Event of Default has not been waived in writing by HSBC. Wherever the phrase “remedied (if capable of being remedied) or waived; and (iii) whenever a representation or warranty is made to Borrower’s knowledge or awareness, to the “best of of” Borrower’s knowledge” , or words of with a similar import relating to the qualification, knowledge or the awareness of Borrower are used in this Agreement or other Loan Documents, such phrase shall mean and refer to (i) means the actual knowledge knowledge, after reasonable investigation, of a senior officer of Borrower or (ii) the knowledge that a senior officer would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relatesany Responsible Officer.

ACCOUNTING AND OTHER TERMS. As used in this Agreement, the Revolving Note, any other Loan Document, or any certificate, report or other document made or delivered pursuant to this Agreement, accounting Accounting terms not defined in Section 1.2 or elsewhere in this Agreement shall be construed following GAAP (except for (i) non-compliance with FAS 123R in monthly reporting and accounting terms partly defined in Section 1.2 (ii) with respect to the extent not definedunaudited financial statements, shall have the respective meanings given to them under GAAP; provided, however, whenever such accounting terms are used for the purposes absence of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of Borrower for the fiscal year ended December 31, 2010. If footnotes and subject to year-end audit adjustments); provided that if at any time any change in GAAP would affect the computation of any financial ratio covenant or requirement set forth in any Loan Document, and either Borrower or HSBC Bank shall so request, HSBC Borrower and Borrower Bank shall negotiate in good faith to amend such ratio covenant or requirement to preserve the original intent thereof in light of such change in GAAP (subject to approval by HSBC and Borrower)GAAP; provided provided, further, that, until so amended, (a) such ratio covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and Borrowers (b) Borrower shall provide to HSBC within five days after delivery of each certificate Bank financial statements and other documents required under this Agreement or financial report required as reasonably requested hereunder that is affected thereby a written statement of a Responsible Officer of Borrowers setting forth in reasonable detail the differences (including any differences that would affect any a reconciliation between calculations relating to the financial covenants) that would have resulted if of such financial statements had been prepared without ratio or requirement made before and after giving effect to such changechange in GAAP, provided, further, that (x) any obligations of a Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the "ASU") shall continue to be accounted for as operating leases for purposes of all financial definitions, calculations and covenants for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in accordance with GAAP. Calculations and determinations must be made following GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 1.213. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Each reference to a Section, an Exhibit or a Schedule shall be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement, as modified or supplemented pursuant to the terms hereof. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes (including the Code) and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which HSBC is a party, including, without limitation, references to any of the other Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default that is capable of being cured, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by HSBC. Wherever the phrase “to the best of Borrower’s knowledge” or words of similar import relating to the knowledge or the awareness of Borrower are used in this Agreement or other Loan Documents, such phrase shall mean and refer to (i) the actual knowledge of a senior officer of Borrower or (ii) the knowledge that a senior officer would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates.

ACCOUNTING AND OTHER TERMS. As used in this Agreement, the Revolving Note, any other Loan Document, or any certificate, report or other document made or delivered pursuant to this Agreement, accounting Accounting terms not defined in Section 1.2 or elsewhere in this Agreement shall be construed following GAAP, except with respect to unaudited financial statements (i) for non-compliance with FASB ASC Topic 718 and accounting terms partly defined other non-cash items in Section 1.2 to the extent not defined, shall have the respective meanings given to them under GAAP; provided, however, whenever such accounting terms are used monthly reporting and (ii) for the purposes absence of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of Borrower for the fiscal year ended December 31, 2010. If footnotes and subject to year-end audit adjustments; provided that if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower or HSBC Bank shall so request, HSBC Borrower and Borrower Bank shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to approval by HSBC and Borrower)GAAP; provided provided, further, that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and Borrowers (b) Borrower shall provide to HSBC within five days after delivery of each certificate Bank financial statements and other documents required under this Agreement or financial report required as reasonably requested hereunder that is affected thereby a written statement of a Responsible Officer of Borrowers setting forth in reasonable detail the differences (including any differences that would affect any a reconciliation between calculations relating to the financial covenants) that would have resulted if of such financial statements had been prepared without ratio or requirement made before and after giving effect to such changechange in GAAP. Calculations and determinations must be made following GAAP; provided, that any obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions, calculations and covenants for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in accordance with GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 1.213. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Each reference to a Section, an Exhibit or a Schedule shall be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement, as modified or supplemented pursuant to the terms hereof. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes (including the Code) and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which HSBC is a party, including, without limitation, references to any of the other Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default that is capable of being cured, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by HSBC. Wherever the phrase “to the best of Borrower’s knowledge” or words of similar import relating to the knowledge or the awareness of Borrower are used in this Agreement or other Loan Documents, such phrase shall mean and refer to (i) the actual knowledge of a senior officer of Borrower or (ii) the knowledge that a senior officer would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates.

ACCOUNTING AND OTHER TERMS. As used in this Agreement, the Revolving Note, any other Loan Document, or any certificate, report or other document made or delivered pursuant to this Agreement, accounting Accounting terms not defined in Section 1.2 or elsewhere in this Agreement shall be construed following GAAP, except with respect to unaudited financial statements (i) for non-compliance with FAS 123R and (ii) for the absence of footnotes and subject to year-end audit and purchase accounting terms partly defined in Section 1.2 to the extent not defined, shall have the respective meanings given to them under GAAPadjustments; provided, however, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of Borrower for the fiscal year ended December 31, 2010. If that if at any time any change in GAAP would affect the computation of any financial ratio covenant or requirement set forth in any Loan Document, and either Borrower or HSBC Bank shall so request, HSBC Borrower and Borrower Bank shall negotiate in good faith to amend such ratio covenant or requirement to preserve the original intent thereof in light of such change in GAAP (subject to approval by HSBC and Borrower)GAAP; provided provided, further, that, until so amended, amended such ratio covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein. Calculations and determinations must be made following GAAP. Notwithstanding anything in this Agreement, any obligations of a Person that are or would have been treated as operating leases for purposes of GAAP prior to the implementation of Financial Accounting Standards Board ASU No. 2016-02, Leases (Topic 842) and Borrowers any interpretations thereof (“ASU 842”) shall provide continue to HSBC within five days after be accounted for as operating leases for purposes of all financial definitions, calculations and covenants for purpose of this Agreement notwithstanding the fact that such obligations are required in accordance with ASU 842 to be treated as capitalized lease obligations in accordance with GAAP (other than for purposes of the delivery of each certificate or financial report required hereunder that is affected thereby a written statement of a Responsible Officer of Borrowers setting forth in reasonable detail the differences (including any differences that would affect any calculations relating to the financial covenants) that would have resulted if such financial statements had been prepared without giving effect to such changein accordance with GAAP). Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 1.213. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning meanings provided by the Code to the extent such terms are defined therein. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Each reference to a Section, an Exhibit or a Schedule shall be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement, as modified or supplemented pursuant to the terms hereof. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes (including the Code) and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which HSBC is a party, including, without limitation, references to any of the other Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default that is capable of being cured, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by HSBC. Wherever the phrase “to the best of Borrower’s knowledge” or words of similar import relating to the knowledge or the awareness of Borrower are used in this Agreement or other Loan Documents, such phrase shall mean and refer to (i) the actual knowledge of a senior officer of Borrower or (ii) the knowledge that a senior officer would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates.

ACCOUNTING AND OTHER TERMS. As used in this Agreement, the Revolving Note, any other Loan Document, or any certificate, report or other document made or delivered pursuant to this Agreement, accounting 1.1 Accounting terms not defined in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined, shall have the respective meanings given to them under GAAP; provided, however, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined construed in accordance with GAAP as applied in preparation of the audited IFRS (except with respect to unaudited financial statements of Borrower for the fiscal year ended December 31absence of footnotes and subject to year-end audit adjustments), 2010. If provided that if at any time any change in GAAP IFRS would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower or HSBC Lenders shall so request, HSBC Borrower and Borrower Lenders shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to approval by HSBC and Borrower)IFRS; provided provided, further, that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP IFRS prior to such change therein, therein and Borrowers (b) Borrower shall provide to HSBC within five days after delivery of each certificate Lenders financial statements and other documents required under this Agreement or financial report required as reasonably requested hereunder that is affected thereby a written statement of a Responsible Officer of Borrowers setting forth in reasonable detail the differences (including any differences that would affect any a reconciliation between calculations relating to the financial covenants) that would have resulted if of such financial statements had been prepared without ratio or requirement made before and after giving effect to such changechange in IFRS. Notwithstanding the foregoing, any obligations of a Person that are or would have been treated as operating leases for purposes of IFRS prior to the issuance by the International Accounting Standards Board of IFRS 16 shall continue to be accounted for as operating leases for purposes of all financial definitions, calculations and covenants for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with IFRS 16 (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease (or finance lease) obligations in accordance with IFRS. Calculations and determinations must be made in accordance with IFRS. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 1.213. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Each reference to a Section, an Exhibit or a Schedule shall be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement, as modified or supplemented pursuant to the terms hereof. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes (including the Code) and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which HSBC is a party, including, without limitation, references to any of the other Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default that is capable of being cured, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continueDollars” or be “continuing$” until such Event of Default has been waived in writing by HSBC. Wherever the phrase “to the best of Borrower’s knowledge” or words of similar import relating to the knowledge or the awareness of Borrower are used in this Agreement or other Loan DocumentsUnited States Dollars, such phrase shall mean and refer to (i) the actual knowledge of a senior officer of Borrower or (ii) the knowledge that a senior officer would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relatesunless otherwise noted.

ACCOUNTING AND OTHER TERMS. As used in this Agreement, the Revolving Note, any other Loan Document, or any certificate, report or other document made or delivered pursuant to this Agreement, accounting Accounting terms not defined in Section 1.2 or elsewhere in this Agreement shall be construed following GAAP. Calculations and accounting terms partly defined in Section 1.2 to the extent not defined, shall have the respective meanings given to them under determinations must be made following GAAP; provided, however, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of Borrower for the fiscal year ended December 31, 2010. If provided that if at any time any change in GAAP would affect the computation of any financial ratio covenant or requirement set forth in any Loan Document, and either Borrower or HSBC Bank shall so request, HSBC Borrower and Borrower Bank shall negotiate in good faith to amend such ratio covenant or requirement to preserve the original intent thereof in light of such change in GAAP (subject to approval by HSBC and Borrower)GAAP; provided provided, further, that, until so amended, amended (a) such ratio covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and Borrowers (b) Borrower shall provide to HSBC within five days after delivery of each certificate Bank financial statements and other documents required under this Agreement or financial report required as reasonably requested hereunder that is affected thereby a written statement of a Responsible Officer of Borrowers setting forth in reasonable detail the differences (including any differences that would affect any a reconciliation between calculations relating to the financial covenants) that would have resulted if of such financial statements had been prepared without ratio or requirement made before and after giving effect to such changechange in GAAP. Notwithstanding the foregoing, any obligations of a Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016, of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions, calculations and covenants for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in accordance with GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 1.213. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Each reference to a Section, an Exhibit or a Schedule shall be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement, as modified or supplemented pursuant to the terms hereof. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes (including the Code) and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which HSBC is a party, including, without limitation, references to any of the other Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default that is capable of being cured, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by HSBC. Wherever the phrase “to the best of Borrower’s knowledge” or words of similar import relating to the knowledge or the awareness of Borrower are used in this Agreement or other Loan Documents, such phrase shall mean and refer to (i) the actual knowledge of a senior officer of Borrower or (ii) the knowledge that a senior officer would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates.

ACCOUNTING AND OTHER TERMS. As used in this Agreement, the Revolving Note, any other Loan Document, or any certificate, report or other document made or delivered pursuant to this Agreement, accounting Accounting terms not defined in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined, shall have the respective meanings given to them under GAAP; provided, however, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of Borrower for the fiscal year ended December 31construed following GAAP. Calculations and determinations must be made following GAAP, 2010. If provided that if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and Borrower either Borrower, Agent or HSBC the Lenders shall so request, HSBC Borrower, Agent and Borrower the Lenders shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to approval by HSBC and Borrower)GAAP; provided thatfurther, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and Borrowers (b) Borrower shall provide to HSBC within five days after delivery of each certificate Agent and the Lenders with financial statements and other documents required under this Agreement or financial report required as reasonably requested hereunder that is affected thereby a written statement of a Responsible Officer of Borrowers setting forth in reasonable detail the differences (including any differences that would affect any a reconciliation between calculations relating to the financial covenants) that would have resulted if of such financial statements had been prepared without ratio or requirement made before and after giving effect to such changechange in GAAP. Notwithstanding the foregoing, any obligations of a Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions, calculations and covenants for purposes of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in accordance with GAAP. Notwithstanding the foregoing, all financial covenant and other financial calculations shall be computed with respect to Borrower only, and not on a consolidated basis. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 1.213 of this Agreement. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Each reference to a Section, an Exhibit or a Schedule shall be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement, as modified or supplemented pursuant to the terms hereof. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes (including the Code) and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which HSBC is a party, including, without limitation, references to any of the other Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default that is capable of being cured, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by HSBC. Wherever the phrase “to the best of Borrower’s knowledge” or words of similar import relating to the knowledge or the awareness of Borrower are used in this Agreement or other Loan Documents, such phrase shall mean and refer to (i) the actual knowledge of a senior officer of Borrower or (ii) the knowledge that a senior officer would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates.

ACCOUNTING AND OTHER TERMS. As used in this Agreement, the Revolving Note, any other Loan Document, or any certificate, report or other document made or delivered pursuant to this Agreement, accounting (a) Accounting terms not defined in Section 1.2 or elsewhere in this Agreement shall be construed following GAAP. Calculations and accounting terms partly defined in Section 1.2 determinations must be made following GAAP (except for with respect to the extent not defined, shall have the respective meanings given to them under GAAP; provided, however, whenever such accounting terms are used unaudited financial statements for the purposes absence of determining compliance with financial covenants in this Agreementfootnotes and subject to year-end audit adjustments), such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of Borrower for the fiscal year ended December 31, 2010. If provided that if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower or HSBC Bank shall so request, HSBC each Borrower and Borrower Bank shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to approval by HSBC and Borrower)GAAP; provided provided, further, that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change thereintherein and (ii) each Borrower shall provide Bank financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and Borrowers all computations of amounts and ratios referred to herein, and the determination of Indebtedness hereunder, shall provide to HSBC within five days after delivery of each certificate or financial report required hereunder that is affected thereby a written statement of a Responsible Officer of Borrowers setting forth in reasonable detail the differences (including any differences that would affect any calculations relating to the financial covenants) that would have resulted if such financial statements had been prepared be made without giving effect to Financial Accounting Standards Board (FASB) Standard ASC 842 (Leases) (or any other applicable financial accounting standard having a similar result or effect) and related interpretations, in each case, to the extent any lease (or similar arrangement conveying the right to use) would be required to be treated as a capital lease thereunder where such changelease (or similar arrangement) would have been treated as an operating lease under GAAP as in effect immediately prior to the effectiveness of the ASC 842. Capitalized Notwithstanding any terms not otherwise defined in this Agreement shall have to the meanings set forth in Section 1.2. All contrary, for purposes of any financial covenant and other terms contained financial calculations in this AgreementAgreement (other than for purposes of updating the Borrowing Base) which are made in whole or in part based upon the Availability Amount as of the last day of a particular month, unless otherwise indicated, calculations relying on information from a Borrowing Base Statement shall have be derived from the meaning provided by the Code Borrowing Base Statement most recently delivered. If and prior to the extent such terms are defined therein. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Each reference to a Section, an Exhibit or a Schedule shall be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, termination of this Agreement, as modified a result of any restatement of or supplemented pursuant other adjustment to the terms hereof. Any pronoun used Borrowing Base Statement or for any other reason, Bank determines that (x) the Net Availability Percentage as calculated by any Borrower as of any applicable date was inaccurate and (y) a proper calculation of the Net Availability Percentage would have resulted in different pricing for any period, then (i) if the proper calculation of the Net Availability Percentage would have resulted in higher pricing for such period, Borrower shall automatically and retroactively be deemed obligated to cover all genders. Wherever appropriate in pay to Bank promptly on demand by Bank, an amount equal to the context, terms used herein in excess of the singular also include the plural amount of interest and vice versa. All references to statutes fees (including the Code) and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which HSBC is a party, including, without limitation, references to any the Unused Revolving Line Facility Fee) that should have been paid for such period over the amount of interest and fees actually paid for such period; and (ii) if the proper calculation of the other Net Availability Percentage would have resulted in lower pricing for such period, Bank shall not have any obligation to repay any interest or fees to Borrowers. (b) As used in the Loan Documents: (i) the words “shall” or “will” are mandatory, shall include any the word “may” is permissive, the word “or” is not exclusive, the words “includes” and all modifications or amendments thereto “including” are not limiting, the singular includes the plural, and any and all extensions or renewals thereof. All references herein to numbers denoting amounts that are set off in brackets are negative; (ii) the time of day shall mean the time in New York. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, term “continuing” in the case context of a Default that is capable of being cured, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such means that the Event of Default has not been waived in writing by HSBC. Wherever the phrase “remedied (if capable of being remedied) or waived; and (iii) whenever a representation or warranty is made to Borrower’s knowledge or awareness, to the “best of of” Borrower’s knowledge” , or words of with a similar import relating to the qualification, knowledge or the awareness of Borrower are used in this Agreement or other Loan Documents, such phrase shall mean and refer to (i) means the actual knowledge knowledge, after reasonable investigation, of a senior officer of Borrower or (ii) the knowledge that a senior officer would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relatesany Responsible Officer.

ACCOUNTING AND OTHER TERMS. As used in this Agreement, the Revolving Note, any other Loan Document, or any certificate, report or other document made or delivered pursuant to this Agreement, accounting Accounting terms not defined in Section 1.2 or elsewhere in this Agreement shall be construed following GAAP. Calculations and accounting terms partly defined in Section 1.2 determinations must be made following GAAP unless otherwise provided herein; provided that all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the extent not definedissuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall have the respective meanings given continue to them under GAAP; provided, however, whenever such accounting terms are used be accounted for the as operating leases for purposes of determining compliance with all financial covenants definitions and calculations for purpose of this Agreement (whether or not such operating lease obligations were in this Agreement, effect on such accounting terms shall be defined date) notwithstanding the fact that such obligations are required in accordance with GAAP the ASU (on a prospective or retroactive basis or otherwise) to be capitalized and reflected as applied a liability on a balance sheet prepared in preparation of the audited financial statements of Borrower for the fiscal year ended December 31, 2010. If accordance with GAAP; provided further that if at any time any change in GAAP would affect the computation of any financial ratio requirement set forth in any Loan Document, and Borrower either the Co-Borrowers or HSBC the Required Lenders shall so request, HSBC the Co-Borrowers and Borrower Collateral Agent (at the direction of the Required Lenders) shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to approval by HSBC GAAP; and Borrower); provided further that, until so amended, : (a) such ratio requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and (b) the Co-Borrowers shall provide to HSBC within five days after delivery of each certificate Lender financial statements and other documents required under this Agreement or financial report required as reasonably requested hereunder that is affected thereby a written statement of a Responsible Officer of Borrowers setting forth in reasonable detail the differences (including any differences that would affect any a reconciliation between calculations relating to the financial covenants) that would have resulted if of such financial statements had been prepared without requirement made before and after giving effect to such changechange in GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 1.214 of this Agreement. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Each reference to a Section, an Exhibit or a Schedule shall be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement, as modified or supplemented pursuant to the terms hereof. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes (including the Code) and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which HSBC is a party, including, without limitation, references to any of the other Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default that is capable of being cured, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by HSBC. Wherever the phrase “to the best of Borrower’s knowledge” or words of similar import relating to the knowledge or the awareness of Borrower are used in this Agreement or other Loan Documents, such phrase shall mean and refer to (i) the actual knowledge of a senior officer of Borrower or (ii) the knowledge that a senior officer would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates.

ACCOUNTING AND OTHER TERMS. As used in this Agreement, the Revolving Note, any other Loan Document, or any certificate, report or other document made or delivered pursuant to this Agreement, accounting Accounting terms not defined in Section 1.2 or elsewhere in this Agreement shall be construed following GAAP. Calculations and accounting terms partly defined determinations must be made following GAAP (except, in Section 1.2 each case, for (a) non-compliance with FAS 123R with respect to the extent not defined, shall have the respective meanings given Monthly Financial Statements and (b) with respect to them under GAAP; provided, however, whenever such accounting terms are used unaudited financial statements for the purposes absence of determining compliance with financial covenants in this Agreement, such footnotes and subject to year-end audit and purchase price accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of Borrower for the fiscal year ended December 31, 2010. If adjustments); provided that if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower or HSBC Bank shall so request, HSBC Borrower and Borrower Bank shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to approval by HSBC and Borrower)GAAP; provided provided, further, that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and Borrowers (b) Borrower shall provide to HSBC within five days after delivery of each certificate Bank financial statements and other documents required under this Agreement or financial report required as reasonably requested hereunder that is affected thereby a written statement of a Responsible Officer of Borrowers setting forth in reasonable detail the differences (including any differences that would affect any a reconciliation between calculations relating to the financial covenants) that would have resulted if of such financial statements had been prepared without ratio or requirement made before and after giving effect to such changechange in GAAP. Notwithstanding the foregoing, any obligations of a Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions, calculations and covenants for purpose of this Agreement (other than for purposes of the delivery of financial statements prepared in accordance with GAAP), whether or not such operating lease obligations were in effect on such date, notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in accordance with GAAP. Calculations and determinations must be made following GAAP. Notwithstanding the foregoing, all financial covenant (if any) and other financial calculations shall be computed with respect to Borrower only, and not on a consolidated basis. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 1.213. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Each reference to a Section, an Exhibit or a Schedule shall be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement, as modified or supplemented pursuant to the terms hereof. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes (including the Code) and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which HSBC is a party, including, without limitation, references to any of the other Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default that is capable of being cured, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by HSBC. Wherever the phrase “to the best of Borrower’s knowledge” or words of similar import relating to the knowledge or the awareness of Borrower are used in this Agreement or other Loan Documents, such phrase shall mean and refer to (i) the actual knowledge of a senior officer of Borrower or (ii) the knowledge that a senior officer would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates.

ACCOUNTING AND OTHER TERMS. As used (a) Unless otherwise expressly provided in this Agreement, each accounting term used in this Agreement has the Revolving Notemeaning given it under GAAP applied on a basis consistent with those used in preparing the financial statements and using the same inventory valuation method as used in the financial statements, except for any other Loan Documentchange required or permitted by GAAP if Borrowers' certified public accountants concur in that change, or any certificatethe change is disclosed to Administrative Agent, report or other document made or and Section 11.12 is amended in a manner satisfactory to Administrative Agent to take into account the effects of the change. All financial statements delivered pursuant to this Agreement, accounting terms not defined in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined, shall have the respective meanings given to them under GAAP; provided, however, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined prepared in accordance with GAAP as applied in preparation of the audited financial statements of Borrower for the fiscal year ended December 31, 2010. English language and Dollars. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and Borrower or HSBC any of the Borrowers, the Required Lenders shall so request, HSBC with notice to the Administrative Agent, the Lenders and the Borrower Representative on behalf of the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval by HSBC and Borrowerof the Required Lenders); provided that, until so amended, such ratio shall continue . Notwithstanding anything to the contrary contained in this paragraph or the definition of "Capital Lease," or "Capital Lease Obligations" in the event of an accounting change requiring all leases to be computed capitalized, only those leases (assuming for purposes hereof that they were in existence on the Closing Date) that would constitute Capital Leases or Capital Lease Obligations in accordance with GAAP on December 31, 2018 shall be considered Capital Leases or Capital Lease Obligations, as applicable, and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewith; provided, that, for the avoidance of doubt, all leases entered into after December 31, 2018 shall be capitalized, except to the extent that any such lease is a renewal, extension or replacement of any lease entered into or prior to such change thereinDecember 31, 2018. (c) All terms used in this Agreement which are defined in Article 8 or Article 9 of the UCC and Borrowers shall provide to HSBC within five days after delivery of each certificate or financial report required hereunder that is affected thereby a written statement of a Responsible Officer of Borrowers setting forth in reasonable detail the differences (including any differences that would affect any calculations relating to the financial covenants) that would have resulted if such financial statements had been prepared without giving effect to such change. Capitalized terms which are not otherwise defined in this Agreement shall have the same meanings set forth in Section 1.2. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular sectionset forth therein, paragraph or subdivision. Each reference to a Section, an Exhibit or a Schedule shall be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement, as modified or supplemented pursuant to the except that terms hereof. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes (including the Code) and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which HSBC is a party, including, without limitation, references to any of the other Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default that is capable of being cured, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by HSBC. Wherever the phrase “to the best of Borrower’s knowledge” or words of similar import relating to the knowledge or the awareness of Borrower are used in this Agreement which are defined in the UCC as in effect in the State of New York on the date of this Agreement will continue to have the same meaning notwithstanding any replacement or other Loan Documents, such phrase shall mean and refer to (i) the actual knowledge amendment of a senior officer of Borrower or (ii) the knowledge that a senior officer would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries statute except as Administrative Agent may be necessary of the employees or agents of Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates.otherwise determine

ACCOUNTING AND OTHER TERMS. As used in this Agreement, the Revolving Note, any other Loan Document, or any certificate, report or other document made or delivered pursuant to this Agreement, accounting 1.1 Accounting terms not defined in Section 1.2 or elsewhere in this Agreement shall be construed in accordance with GAAP. Calculations and accounting terms partly defined determinations shall be made in Section 1.2 accordance with GAAP (except with respect to unaudited financial statements for the extent not definedabsence of footnotes and subject to year-end audit adjustments), shall have the respective meanings given to them under GAAP; provided, however, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of Borrower for the fiscal year ended December 31, 2010. If that if at any time any change in GAAP would affect the computation of any financial ratio covenant or requirement set forth in any Loan Document, and either Borrower or HSBC any Lender shall so request, HSBC Borrower and Borrower the Lenders shall negotiate in good faith to amend such ratio covenant or requirement to preserve the original intent thereof in light of such change in GAAP (subject to approval by HSBC and Borrower)GAAP; provided provided, further, that, until so amended, (i) such ratio covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and Borrowers (ii) Borrower shall provide to HSBC within five days after delivery of each certificate the Lenders financial statements and other documents required under this Agreement or financial report required as reasonably requested hereunder that is affected thereby a written statement of a Responsible Officer of Borrowers setting forth in reasonable detail the differences (including any differences that would affect any a reconciliation between calculations relating to the financial covenants) that would have resulted if such financial statements had been prepared without of requirement made before and after giving effect to such changechange in GAAP; provided, further, that (x) all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions, calculations and covenants for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as Capital Lease Obligations in accordance with GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 1.213. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Each reference to a Section, an Exhibit or a Schedule shall be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement, as modified or supplemented pursuant to the terms hereof. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes (including the Code) and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which HSBC is a party, including, without limitation, references to any of the other Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default that is capable of being cured, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continueDollars” or be “continuing$” until such Event of Default has been waived in writing by HSBC. Wherever the phrase “to the best of Borrower’s knowledge” or words of similar import relating to the knowledge or the awareness of Borrower are used in this Agreement or other Loan DocumentsUnited States Dollars, such phrase shall mean and refer to (i) the actual knowledge of a senior officer of Borrower or (ii) the knowledge that a senior officer would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relatesunless otherwise noted.

ACCOUNTING AND OTHER TERMS. As used in this Agreement(a) Except as otherwise expressly provided herein, the Revolving Note, any other Loan Document, or any certificate, report or other document made or delivered pursuant to this Agreement, all accounting terms not otherwise defined in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined, herein shall have the respective meanings given assigned to them under in conformity with GAAP; provided. Financial statements and other information required to be delivered by Company to Investor pursuant to Section 5.1(a) and Section 5.1(b) shall be prepared in accordance with GAAP as in effect at the time of such preparation. Subject to the foregoing, howevercalculations in connection with the definitions, whenever such covenants and other provisions hereof shall utilize accounting terms are principles and policies in conformity with those used to prepare the Historical Financial Statements. Notwithstanding the foregoing, for the purposes of determining compliance with any covenant (including the computation of any financial covenants in this Agreementcovenant) contained herein, such accounting terms Indebtedness of Company and its Subsidiaries shall be defined deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470 20 on financial liabilities shall be disregarded. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption of Financial Accounting Standards Board Accounting Standards Codification 842 (or any other Accounting Standards Codification having a similar result or effect and related interpretations), or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a Capital Lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on the Closing Date; it being further agreed that all liabilities under or in respect of any lease (whether now outstanding or at any time hereafter entered into or incurred) that, under GAAP as in effect on the Closing Date, would be accrued as an operating lease expense and would not constitute a Capital Lease shall continue to be treated as operating lease expense in accordance with GAAP as applied in preparation effect on the Closing Date and shall not constitute a Capital Lease. (b) All terms used in this Agreement which are defined in Article 8 or Article 9 of the audited financial statements UCC as in effect from time to time in the State of Borrower for New York and which are not otherwise defined herein shall have the fiscal year ended December 31, 2010. If at any time any change in GAAP would affect the computation of any financial ratio same meanings herein as set forth therein, provided that terms used herein which are defined in any Loan Document, and Borrower or HSBC shall so request, HSBC and Borrower shall negotiate the UCC as in good faith to amend such ratio or requirement to preserve effect in the original intent thereof in light State of such change in GAAP (subject to approval by HSBC and Borrower); provided that, until so amended, such ratio New York on the date hereof shall continue to be computed in accordance with GAAP prior to such change therein, and Borrowers shall provide to HSBC within five days after delivery of each certificate or financial report required hereunder that is affected thereby a written statement of a Responsible Officer of Borrowers setting forth in reasonable detail the differences (including any differences that would affect any calculations relating to the financial covenants) that would have resulted if such financial statements had been prepared without giving effect to such change. Capitalized terms not otherwise defined in this Agreement shall have the meanings same meaning notwithstanding any replacement or amendment of such statute except as the Investor may otherwise reasonably determine. (c) For purposes of determining compliance with any incurrence or expenditure tests set forth in Section 1.2. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars ($)) shall be converted into Dollars on the basis of the exchange rates (as shown on the Bloomberg currency page for such terms are defined therein. The terms “herein”currency or, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and if the same does not to any particular sectionprovide such exchange rate, paragraph or subdivision. Each by reference to a Section, an Exhibit or a Schedule shall such other recognized and publicly available service for displaying exchange rates as may be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement, as modified or supplemented pursuant to reasonably selected by the terms hereof. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes (including the Code) and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which HSBC is a party, including, without limitation, references to any of the other Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement Investor or, in the case event no such service is available, on such other basis as is reasonably satisfactory to the Investor) as in effect on the date of a Default such incurrence or expenditure under any provision of any such Section that is capable of being cured, is cured within any period of cure expressly has an aggregate Dollar limitation provided for in this Agreement; therein (and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by HSBC. Wherever the phrase “to the best extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Borrower’s knowledge” Dollars, all outstanding amounts originally incurred or words spent in currencies other than Dollars shall be converted into Dollars on the basis of similar import relating the exchange rates (as shown on the Bloomberg currency page for such currency or, if the same does not provide such exchange rate, by reference to the knowledge or the awareness of Borrower are used in this Agreement or such other Loan Documents, such phrase shall mean recognized and refer to (i) the actual knowledge of a senior officer of Borrower or (ii) the knowledge that a senior officer would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries publicly available service for displaying exchange rates as may be necessary reasonably selected by the Investor or, in the event no such service is available, on such other basis as is reasonably satisfactory to the Investor) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the employees or agents of Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relatesDollar amount outstanding at any time).

ACCOUNTING AND OTHER TERMS. As used in this Agreement, the Revolving Note, any other Loan Document, or any certificate, report or other document made or delivered pursuant to this Agreement, accounting Accounting terms not defined in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined, shall have the respective meanings given to them under GAAP; provided, however, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of Borrower for the fiscal year ended December 31, 2010. If at any time any change in GAAP would affect the computation of any financial ratio set forth in any Loan Document, and Borrower or HSBC shall so request, HSBC and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to approval by HSBC and Borrower); provided that, until so amended, such ratio shall continue to be computed in accordance with GAAP prior to such change therein, and Borrowers shall provide to HSBC within five days after delivery of each certificate or financial report required hereunder that is affected thereby a written statement of a Responsible Officer of Borrowers setting forth in reasonable detail the differences (including any differences that would affect any calculations relating to the financial covenants) that would have resulted if such financial statements had been prepared without giving effect to such change. Capitalized terms not otherwise defined in this Agreement shall have be construed following GAAP, and calculations and determinations must be made following GAAP (except with respect to unaudited financial statements for the meanings set forth in Section 1.2absence of footnotes and subject to normal year-end audit adjustments). All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. The terms “Notwithstanding anything to the contrary contained in this Section, with respect to the definitions and the calculation of amounts and ratios contained herein”, “hereof” (a) except as otherwise expressly set forth herein, the accounting for revenue recognition from contracts with customers and “hereunder” the impact of such accounting, GAAP shall mean Financial Accounting Standards Board Accounting Standards Codification 606, (b) if at any time any change in GAAP would affect the computation of amounts and ratios contained herein or in any other words of similar import refer to this Agreement as a whole Loan Document, and not Borrower notifies Bank that Borrower requests an amendment to any particular sectionprovision hereof to preserve the original intent thereof in light of such change in GAAP (or if Bank notifies Borrower that Bank requests an amendment to any provision hereof for such purpose), paragraph regardless of whether any such notice is given before or subdivision. Each reference to a Section, an Exhibit after such change in GAAP or a Schedule shall be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement, as modified or supplemented pursuant to the terms hereof. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the contextapplication thereof, terms used herein in the singular also include the plural and vice versa. All references to statutes (including the Code) and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which HSBC is a party, including, without limitation, references to any of the other Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default that is capable of being cured, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by HSBC. Wherever the phrase “to the best of Borrower’s knowledge” or words of similar import relating to the knowledge or the awareness of Borrower are used in this Agreement or other Loan Documents, such phrase shall mean and refer to then (i) the actual knowledge of a senior officer of Borrower or and Bank shall negotiate in good faith to effect such amendment, and (ii) such provision shall be interpreted (and such amount or ratio shall continue to be computed) on the knowledge basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (c) all obligations of any Person that a senior officer are or would have obtained if he had engaged in good faith been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions, calculations and diligent performance covenants for purposes of his duties, including the making of such reasonably specific inquiries as may be necessary this Agreement (other than for purposes of the employees delivery of financial statements prepared in accordance with GAAP) whether or agents of Borrower and not such operating lease obligations were in effect on such date, notwithstanding the fact that such obligations are required in accordance with the ASU (on a good faith attempt prospective or retroactive basis or otherwise) to ascertain the existence or accuracy of the matter to which such phrase relatesbe treated as capitalized lease obligations in accordance with GAAP.

ACCOUNTING AND OTHER TERMS. As used in this Agreement, the Revolving Note, any other Loan Document, or any certificate, report or other document made or delivered pursuant to this Agreement, accounting Accounting terms not defined in Section 1.2 or elsewhere in this Agreement shall be construed following GAAP. Calculations and accounting terms partly defined in Section 1.2 to the extent not defined, shall have the respective meanings given to them under determinations must be made following GAAP; provided, however, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of Borrower for the fiscal year ended December 31, 2010. If provided that if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower or HSBC Bank shall so request, HSBC Borrower and Borrower Bank shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to approval by HSBC and Borrower)GAAP; provided thatfurther, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and Borrowers (b) Borrower shall provide to HSBC within five days after delivery of each certificate Bank with financial statements and other documents required under this Agreement or financial report required as reasonably requested hereunder that is affected thereby a written statement of a Responsible Officer of Borrowers setting forth in reasonable detail the differences (including any differences that would affect any a reconciliation between calculations relating to the financial covenants) that would have resulted if of such financial statements had been prepared without ratio or requirement made before and after giving effect to such changechange in GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 1.213 of this Agreement. Notwithstanding anything to the contrary herein, if any of Borrower’s operating leases was reclassified as a capital lease subsequent to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update as a result of a change in GAAP after such date or, if Borrower entered into a lease subsequent to such date would have been classified as an operating lease if it existed on such date, then such leases shall be, or shall continue to be, as applicable, treated as operating leases for all purposes hereunder. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Each reference to a Section, an Exhibit or a Schedule shall be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement, as modified or supplemented pursuant to the terms hereof. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes (including the Code) and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which HSBC is a party, including, without limitation, references to any of the other Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default that is capable of being cured, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by HSBC. Wherever the phrase “to the best of Borrower’s knowledge” or words of similar import relating to the knowledge or the awareness of Borrower are used in this Agreement or other Loan Documents, such phrase shall mean and refer to (i) the actual knowledge of a senior officer of Borrower or (ii) the knowledge that a senior officer would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates.

ACCOUNTING AND OTHER TERMS. As used in this Agreement, the Revolving Note, any other Loan Document, or any certificate, report or other document made or delivered pursuant to this Agreement, accounting Accounting terms not defined in Section 1.2 or elsewhere in this Agreement shall be construed following GAAP. Calculations and accounting terms partly defined in Section 1.2 determinations must be made following GAAP, except with respect to the extent not definedunaudited financial statements (a) non-compliance with FAS 123R, shall have the respective meanings given to them under GAAP; provided, however, whenever such accounting terms are used and (b) for the purposes absence of determining compliance with financial covenants in this Agreementfootnotes and subject to year-end audit adjustments, such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of Borrower for the fiscal year ended December 31, 2010. If provided that if at any time any change in GAAP would affect the computation of any financial ratio covenant requirement set forth in any of the Loan DocumentDocuments, and either Borrower or HSBC Bank shall so request, HSBC Borrower and Borrower Bank shall negotiate in good faith to amend such ratio or covenant requirement to preserve the original intent thereof in light of such change in GAAP (subject to approval by HSBC and Borrower)GAAP; provided provided, further, that, until so amended, such ratio covenant requirement shall continue to be computed in accordance with GAAP prior to such change therein; provided, that any obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions, calculations and covenants for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in accordance with GAAP. Notwithstanding the foregoing, all financial covenant and other financial calculations shall be computed with respect to Borrower only, and Borrowers shall provide to HSBC within five days after delivery of each certificate or financial report required hereunder that is affected thereby not on a written statement of a Responsible Officer of Borrowers setting forth in reasonable detail the differences (including any differences that would affect any calculations relating to the financial covenants) that would have resulted if such financial statements had been prepared without giving effect to such changeconsolidated basis. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 1.213. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Each reference to a Section, an Exhibit or a Schedule shall be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement, as modified or supplemented pursuant to the terms hereof. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes (including the Code) and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which HSBC is a party, including, without limitation, references to any of the other Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default that is capable of being cured, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by HSBC. Wherever the phrase “to the best of Borrower’s knowledge” or words of similar import relating to the knowledge or the awareness of Borrower are used in this Agreement or other Loan Documents, such phrase shall mean and refer to (i) the actual knowledge of a senior officer of Borrower or (ii) the knowledge that a senior officer would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates.