Common use of ACCOUNTING AND OTHER TERMS Clause in Contracts

ACCOUNTING AND OTHER TERMS. Accounting terms not defined in this Agreement and calculations and determinations made pursuant to this Agreement shall be construed following GAAP, except for (i) non-compliance with FAS 123R in monthly reporting and (ii) with respect to unaudited financial statements for the 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 covenant or requirement set forth in any Loan Document, and either Borrower or Bank shall so request, Borrower and Bank shall negotiate in good faith to amend such covenant or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that, until so amended, (a) such covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) 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; provided, further, that for purposes of Sections 7.4 and 7.5 of this Agreement, any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) a capital lease obligation under GAAP as in effect as of the Effective Date shall not be treated as capital lease obligation solely as a result of the adopting of changes in GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. 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.

ACCOUNTING AND OTHER TERMS. (a) Accounting terms not defined in this Agreement and calculations and determinations made pursuant to this Agreement shall be construed following GAAP, . Calculations and determinations must be made following GAAP (except for (i) non-compliance with FAS 123R in monthly reporting and (ii) with respect to unaudited financial statements for the 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 covenant financial ratio or requirement set forth in any Loan Document, and either Borrower or Bank shall so request, Borrower and Bank shall negotiate in good faith to amend such covenant ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that, until so amended, (ai) such covenant ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (bii) 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; provided, further, that for purposes of Sections 7.4 and 7.5 of this Agreement. Notwithstanding the foregoing, any obligations of a Person under a lease 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 existing now or entered into in the future) that is not (or would not be) a capital such operating lease obligation under GAAP as obligations were in effect as of on such date) notwithstanding the Effective Date shall not fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capital capitalized lease obligation solely as a result obligations in accordance with GAAP (for the avoidance of doubt, other than for purposes of the adopting delivery of changes financial statements prepared in accordance with GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. 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).

ACCOUNTING AND OTHER TERMS. Accounting terms not defined Except as specifically provided otherwise in this Agreement and calculations and determinations made pursuant Agreement, all accounting terms used herein that are not specifically defined have the meanings given to this Agreement shall be construed following GAAPthem in accordance with IFRS as in effect from time to time, except for (i) non-compliance with FAS 123R in monthly reporting and (ii) with respect to unaudited financial statements for the absence of footnotes and subject to year-end audit adjustments; provided that if at Issuer notifies Purchaser Agent that Issuer requests an amendment to any time provision hereof to eliminate the effect of 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 covenant such notice is given before or requirement set forth in any Loan Document, and either Borrower or Bank shall so request, Borrower and Bank shall negotiate in good faith to amend such covenant or requirement to preserve the original intent thereof in light of after such change in GAAP; providedIFRS or in the application thereof, further, that, 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 so amended, (a) such covenant notice shall have been withdrawn or requirement shall continue to be computed such provision amended in accordance with GAAP prior to such change therein and (b) 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; provided, further, that for purposes of Sections 7.4 and 7.5 of this Agreementherewith. Notwithstanding the foregoing, any obligations of a Person under a lease 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 existing now or entered into in the future) that is not (or would not be) a capital such operating lease obligation under GAAP as obligations were in effect as of on such date) notwithstanding the Effective Date shall not fact that such obligations are required in accordance with IFRS 16 (on a prospective or retroactive basis or otherwise) to be treated as capital lease obligation solely as a result Capital Lease (or finance lease) obligations in accordance with IFRS; provided that any financial statements of the adopting of changes Obligors shall be prepared under IFRS, consistently applied, including in GAAPaccordance with IFRS 16. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13Article 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.

ACCOUNTING AND OTHER TERMS. Accounting 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 calculations and determinations made pursuant 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 Agreement, such accounting terms shall be construed following GAAP, except for (i) non-compliance defined in accordance with FAS 123R GAAP as applied in monthly reporting and (ii) with respect to unaudited preparation of the audited financial statements of Borrower for the absence of footnotes and subject to year-end audit adjustments; provided that if fiscal year ended December 31, 2010. If at any time any change in GAAP would affect the computation of any covenant or requirement financial ratio set forth in any Loan Document, and either Borrower or Bank HSBC shall so request, HSBC and Borrower and Bank shall negotiate in good faith to amend such covenant ratio or requirement to preserve the original intent thereof in light of such change in GAAPGAAP (subject to approval by HSBC and Borrower); provided, further, provided that, until so amended, (a) such covenant or requirement ratio shall continue to be computed in accordance with GAAP prior to such change therein therein, and (b) Borrower Borrowers shall provide Bank 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 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 had been prepared without giving effect to such change in GAAP; provided, further, that for purposes of Sections 7.4 and 7.5 of this Agreement, any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) a capital lease obligation under GAAP as in effect as of the Effective Date shall not be treated as capital lease obligation solely as a result of the adopting of changes in GAAPchange. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 131.2. 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. Accounting terms not defined in this Agreement and calculations and determinations made pursuant to this Agreement shall 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 FAS 123R in monthly reporting ASC 718 and (ii) with respect to unaudited financial statements for the absence of footnotes and subject to normal year-end audit adjustments; provided that if at any time any change in GAAP would affect the computation of any covenant or requirement set forth in any Loan Document, and either Borrower or Bank shall so request, Borrower and Bank shall negotiate in good faith to amend such covenant or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that, until so amended, (a) such covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) 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; provided, further, that for purposes of Sections 7.4 and 7.5 of this Agreement, any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) a capital lease obligation under GAAP as in effect as of the Effective Date shall not be treated as capital lease obligation solely as a result of the adopting of changes in GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13). 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. Notwithstanding anything to the contrary contained in this Section, with respect to the definitions and the calculation of amounts and ratios contained herein, (a) except as otherwise expressly set forth herein, the accounting for revenue recognition from contracts with customers and 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 Loan Document, and Borrower notifies Bank that Borrower requests an amendment to any provision 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), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then (i) Borrower 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 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 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.

ACCOUNTING AND OTHER TERMS. Accounting terms not defined in this Agreement and calculations and determinations made pursuant to this Agreement shall be construed following in accordance with GAAP, except for (i) non-compliance . Calculations and determinations must be made in accordance with FAS 123R in monthly reporting and (ii) with respect to unaudited financial statements for the absence of footnotes and subject to year-end audit adjustmentsGAAP; provided that if at any time any change in GAAP would affect the computation of any covenant financial ratio or requirement set forth in any Loan Document, and either Borrower or Bank Agent shall so request, Borrower and Bank Agent shall negotiate in good faith to amend such covenant ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, provided further, that, that until so amended, (a) such covenant ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide Bank Agent with 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; provided. In addition, furtherno effect shall be given to Accounting Standards Codification 842, that for purposes of Sections 7.4 Leases (or any other Accounting Standards Codification having similar result or effect) (and 7.5 of this Agreement, related interpretations) to the extent any obligations of a Person under a lease (whether existing now or entered into in the futuresimilar arrangement) that is not (or would not be) be required to be treated as a capital lease obligation thereunder where such lease (or arrangement) would have been treated as an operating lease under GAAP as in effect as immediately prior to the effectiveness of such Accounting Standards Codification. Notwithstanding the Effective Date foregoing, all financial covenant and other financial calculations shall be computed with respect to Borrower only, and not be treated as capital lease obligation solely as on a result of the adopting of changes in GAAPconsolidated basis. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 1315. 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. All headings numbered without a decimal point are herein referred to as “Articles,” and all paragraphs numbered with a decimal point (and all subparagraphs or subsections thereof) are herein referred to as “Sections.”

ACCOUNTING AND OTHER TERMS. (a) Accounting terms not defined in this Agreement and calculations and determinations made pursuant to this Agreement shall be construed following GAAP, . Calculations and determinations must be made following GAAP (except for (ia) non-compliance with FAS 123R in FASB ASC Topic 718 with respect to monthly reporting financial statements and (iib) with respect to unaudited financial statements for the 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 covenant financial ratio or requirement set forth in any Loan Document, and either Borrower or Bank shall so request, Borrower and Bank shall negotiate in good faith to amend such covenant ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that, until so amended, (ai) such covenant ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (bii) 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; provided, further, that for purposes of Sections 7.4 and 7.5 of this Agreement. Notwithstanding the foregoing, any obligations of a Person under 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 (provided that financial statements provided to Bank may reflect capitalized lease obligations in accordance with the ASU so long as Borrower provides a lease reconciliation with such financial statements indicating which of such obligations would have been treated as operating leases for purposes of GAAP prior to the issuance of the ASU) (whether existing now or entered into in the future) that is not (or would not be) a capital such operating lease obligation under GAAP as obligations were in effect as of on such date) notwithstanding the Effective Date shall not fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capital capitalized lease obligation solely as a result of the adopting of changes obligations in accordance with GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. 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.

ACCOUNTING AND OTHER TERMS. Accounting terms not defined in this Agreement and calculations and determinations made pursuant to this Agreement shall be construed following GAAP, GAAP (except for (i) non-compliance with FAS 123R in monthly reporting and (ii) with respect to unaudited financial statements statements, for the 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 covenant or requirement set forth in any Loan Document, and either Borrower or Bank shall so request, Borrower and Bank shall negotiate in good faith to amend such covenant or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that, until so amended, (a) such covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) 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; , provided, further, that for purposes of Sections 7.4 and 7.5 of this Agreement, (x) any obligations of a Person under a lease 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 existing now or entered into in the future) that is not (or would not be) a capital such operating lease obligation under GAAP as obligations were in effect as of on such date) notwithstanding the Effective Date shall not fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capital capitalized lease obligation solely as a result of the adopting of changes 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 13. 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.

ACCOUNTING AND OTHER TERMS. Accounting terms not defined in this Agreement and calculations and determinations made pursuant to this Agreement shall be construed following GAAP, except for with respect to unaudited financial statements (i) for non-compliance with FAS 123R in monthly reporting and (ii) with respect to unaudited financial statements for the absence of footnotes and subject to year-end audit and purchase accounting adjustments; provided provided, however, that if at any time any change in GAAP would affect the computation of any covenant or requirement set forth in any Loan Document, and either Borrower or Bank shall so request, Borrower and Bank shall negotiate in good faith to amend such covenant or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that, until so amended, (a) amended such covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein therein. Calculations and (b) 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 determinations must be made before and after giving effect to such change following GAAP. Notwithstanding anything in GAAP; provided, further, that for purposes of Sections 7.4 and 7.5 of this Agreement, any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (are or would not behave 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) a capital lease obligation under GAAP and any interpretations thereof (“ASU 842”) shall continue to 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 effect as of the Effective Date shall not accordance with ASU 842 to be treated as capital capitalized lease obligation solely as a result obligations in accordance with GAAP (other than for purposes of the adopting delivery of changes financial statements prepared in accordance with GAAP). Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. 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.

ACCOUNTING AND OTHER TERMS. (a) Accounting terms not defined in this Agreement and calculations and determinations made pursuant to this Agreement shall be construed following GAAP, . Calculations and determinations must be made following GAAP (except for (i) non-compliance with FAS 123R in monthly reporting and (ii) with respect to unaudited financial statements for the 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 covenant financial ratio or requirement set forth in any Loan Document, and either Borrower or Bank shall so request, Borrower and Bank shall negotiate in good faith to amend such covenant ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that, until so amended, (ai) such covenant ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (bii) 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; provided, further, that for purposes of Sections 7.4 and 7.5 of this Agreement. In addition to the foregoing, any obligations of a any Person under a lease 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 existing now or entered into in the future) that is not (or would not be) a capital such operating lease obligation under GAAP as obligations were in effect as of on such date) notwithstanding the Effective Date shall not fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capital capitalized lease obligation solely as a result obligations in accordance with GAAP (for the avoidance of doubt, other than for purposes of the adopting delivery of changes financial statements prepared in accordance with GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. 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).

ACCOUNTING AND OTHER TERMS. Accounting terms not defined in this Agreement and calculations and determinations made pursuant to this Agreement shall be construed following GAAP, except for with respect to unaudited financial statements (i) for non-compliance with FAS 123R FASB ASC Topic 718 and other non-cash items in the monthly reporting and (ii) with respect to unaudited financial statements for the 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 covenant financial ratio or requirement set forth in any Loan Document, and either Borrower or Bank shall so request, Borrower and Bank shall negotiate in good faith to amend such covenant ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that, until so amended, (a) such covenant ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) 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. Calculations and determinations must be made following GAAP; provided, further, that any obligations of any Person that are or would have been treated as operating leases for purposes of Sections 7.4 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 7.5 covenants for purpose of this Agreement, any obligations of a Person under a lease Agreement (whether existing now or entered into in the future) that is not (or would not be) a capital such operating lease obligation under GAAP as obligations were in effect as of on such date) notwithstanding the Effective Date shall not fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capital capitalized lease obligation solely as a result of the adopting of changes obligations in accordance with GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. 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.

ACCOUNTING AND OTHER TERMS. Accounting terms not defined in this Agreement shall be construed in accordance with GAAP, and calculations and determinations must be made pursuant in accordance with GAAP (except with respect to this Agreement shall be construed following GAAP, except for unaudited financial statements (i) for non-compliance with FAS 123R in monthly reporting and (ii) with respect to unaudited financial statements for the 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 covenant or requirement set forth in any Loan Financing Document, and either Borrower or Bank Required Lenders shall so request, Borrower Borrower, the Required Lenders and Bank Agent shall negotiate in good faith to amend such covenant or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that, until so amended, amended (a) such covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide Bank Agent 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; provided, further, that all obligations of any Person that are or would have been treated as operating leases for purposes of Sections 7.4 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 7.5 covenants for purposes of this Agreement, any Agreement (other than for purposes of the delivery of financial statements prepared in accordance with GAAP) whether or not such operating lease obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) a capital lease obligation under GAAP as were in effect as of on such date, notwithstanding the Effective Date shall not fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capital capitalized lease obligation solely as a result of the adopting of changes obligations in accordance with GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 1315. 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. All headings numbered without a decimal point are herein referred to as “Articles,” and all paragraphs numbered with a decimal point (and all subparagraphs or subsections thereof) are herein referred to as “Sections.” All references herein to a merger, transfer, consolidation, amalgamation, assignment, sale or transfer, or analogous term, will be construed to mean also a division of or by a limited liability company, as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or transfer, or similar term, as applicable. Any series of limited liability company shall be considered a separate Person.

ACCOUNTING AND OTHER TERMS. Accounting 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 calculations and determinations made pursuant 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 Agreement, such accounting terms shall be construed following GAAP, except for (i) non-compliance defined in accordance with FAS 123R GAAP as applied in monthly reporting and (ii) with respect to unaudited preparation of the audited financial statements of Borrower for the absence of footnotes and subject to year-end audit adjustments; provided that if fiscal year ended December 31, 20102021. If at any time any change in GAAP would affect the computation of any covenant or requirement financial ratio set forth in any Loan Document, and either Borrower or Bank HSBC shall so request, HSBC and Borrower and Bank shall negotiate in good faith to amend such covenant ratio or requirement to preserve the original intent thereof in light of such change in GAAPGAAP (subject to approval by HSBC and Borrower); provided, further, provided that, until so amended, (a) such covenant or requirement ratio shall continue to be computed in accordance with GAAP prior to such change therein therein, and (b) Borrower Borrowers shall provide Bank 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 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 had been prepared without giving effect to such change in GAAP; provided, further, that for purposes of Sections 7.4 and 7.5 of this Agreement, any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) a capital lease obligation under GAAP as in effect as of the Effective Date shall not be treated as capital lease obligation solely as a result of the adopting of changes in GAAPchange. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 131.2. 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. 472780/113 - 7620217.17620217.2

ACCOUNTING AND OTHER TERMS. Accounting terms not defined in this Agreement and calculations and determinations made pursuant to this Agreement shall be construed following GAAP, and calculations and determinations must be made following GAAP (except for (i) non-compliance with FAS 123R in monthly reporting and (ii) with respect to unaudited financial statements for the absence of footnotes and subject to normal year-end audit adjustments; provided that if at any time any change in GAAP would affect the computation of any covenant or requirement set forth in any Loan Document, and either Borrower or Bank shall so request, Borrower and Bank shall negotiate in good faith to amend such covenant or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that, until so amended, (a) such covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) 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; provided, further, that for purposes of Sections 7.4 and 7.5 of this Agreement, any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) a capital lease obligation under GAAP as in effect as of the Effective Date shall not be treated as capital lease obligation solely as a result of the adopting of changes in GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13). 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. Notwithstanding anything to the contrary contained in this Section, with respect to the definitions and the calculation of amounts and ratios contained herein, (a) except as otherwise expressly set forth herein, the accounting for revenue recognition from contracts with customers and 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 Loan Document, and Borrower notifies Bank that Borrower requests an amendment to any provision 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), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then (i) Borrower 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 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 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.

ACCOUNTING AND OTHER TERMS. Accounting terms not defined in this Agreement and calculations and determinations made pursuant to this Agreement shall be construed following GAAP, in accordance with GAAP (except for (i) non-compliance with FAS 123R in monthly reporting and (ii) with respect to unaudited financial statements for the 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 covenant or requirement set forth in any Loan Document, and either Borrower or Bank Lenders shall so request, Borrower and Bank Lenders shall negotiate in good faith to amend such covenant or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that, until so amended, (a) such covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide Bank Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio covenant or requirement made before and after giving effect to such change in GAAP; provided, further, that for purposes of Sections 7.4 and 7.5 of this Agreement). Notwithstanding the foregoing, any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (are or would have been treated as operating leases for purposes of GAAP prior to the adoption by the Financial Accounting Standards Board of Accounting Standard Codification 842 (the “ASC”) 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 be) a capital such operating lease obligation under GAAP as obligations were in effect as on the date of adoption of the Effective Date shall not ASC, notwithstanding the fact that such obligations are required in accordance with the ASC (on a prospective or retroactive basis or otherwise) to be treated as capital capitalized lease obligation solely as a result of the adopting of changes (or finance lease) obligations in accordance with GAAP. Calculations and determinations must be made in accordance with GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. 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. All references to “Dollars” or “$” are United States Dollars, unless otherwise noted.

ACCOUNTING AND OTHER TERMS. Accounting terms not defined in this Agreement and calculations and determinations made pursuant to this Agreement shall be construed following GAAP, except for (i) non-compliance with FAS 123R in monthly reporting . Calculations and (ii) with respect to unaudited financial statements for the absence of footnotes and subject to year-end audit adjustmentsdeterminations must be made following GAAP; provided that if at any time any change in GAAP would affect the computation of any covenant financial ratio or requirement set forth in any Loan Document, and either Borrower or Bank shall so request, Borrower and Bank shall negotiate in good faith to amend such covenant ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, provided further, that, that until so amended, (a) such covenant ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide Bank with 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; provided, further, that for purposes of Sections 7.4 and 7.5 of this Agreement, any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) a capital lease obligation under GAAP as in effect as of the Effective Date shall not be treated as capital lease obligation solely as a result of the adopting of changes in GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 1313 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.

ACCOUNTING AND OTHER TERMS. Accounting terms not defined in this Agreement and calculations and determinations made pursuant to this Agreement shall be construed following GAAP, GAAP (except for (i) non-compliance noncompliance with FAS 123R in monthly reporting and (ii) with respect to unaudited financial statements statements, for the 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 covenant or requirement set forth in any Loan Document, and either Borrower Borrower, Agent, or Bank Lenders shall so request, Borrower and Bank Lenders shall negotiate in good faith to amend such covenant or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that, until so amended, (a) such covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide Bank Agent 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; , provided, further, that for purposes of Sections 7.4 and 7.5 of this Agreement, (x) any obligations of a Person under a lease 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 existing now or entered into in the future) that is not (or would not be) a capital such operating lease obligation under GAAP as obligations were in effect as of on such date) notwithstanding the Effective Date shall not fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capital capitalized lease obligation solely as a result of the adopting of changes 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 1314 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.

ACCOUNTING AND OTHER TERMS. 1.1 Accounting terms not defined in this Agreement and calculations and determinations made pursuant to this Agreement shall be construed following in accordance with GAAP, . Calculations and determinations shall be made in accordance with GAAP (except for (i) non-compliance with FAS 123R in monthly reporting and (ii) with respect to unaudited financial statements for the absence of footnotes and subject to year-end audit adjustments; provided ), provided, however, that if at any time any change in GAAP would affect the computation of any covenant or requirement set forth in any Loan Document, and either Borrower or Bank any Lender shall so request, Borrower and Bank the Lenders shall negotiate in good faith to amend such covenant or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that, until so amended, (ai) such covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (bii) Borrower shall provide Bank the Lenders 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; provided, further, that (x) all obligations of any Person that are or would have been treated as operating leases for purposes of Sections 7.4 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 7.5 covenants for purpose of this Agreement, any obligations of a Person under a lease Agreement (whether existing now or entered into in the future) that is not (or would not be) a capital such operating lease obligation under GAAP as obligations were in effect as of on such date) notwithstanding the Effective Date shall not 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 obligation solely as a result of the adopting of changes Capital Lease Obligations in accordance with GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. 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. All references to “Dollars” or “$” are United States Dollars, unless otherwise noted.

ACCOUNTING AND OTHER TERMS. Accounting terms not defined in this Agreement and calculations and determinations made pursuant to this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP (except, except in each case, for (ia) non-compliance with FAS 123R in monthly reporting with respect to Monthly Financial Statements and (iib) with respect to unaudited financial statements for the absence of footnotes and subject to year-end audit and purchase price accounting adjustments); provided that if at any time any change in GAAP would affect the computation of any covenant financial ratio or requirement set forth in any Loan Document, and either Borrower or Bank shall so request, Borrower and Bank shall negotiate in good faith to amend such covenant ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that, until so amended, (a) such covenant ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) 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; provided, further, that for purposes of Sections 7.4 and 7.5 of this Agreement. Notwithstanding the foregoing, any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (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 be) a capital such operating lease obligation under GAAP as obligations were in effect as of on such date, notwithstanding the Effective Date shall not fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capital capitalized lease obligation solely as 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 result of the adopting of changes in GAAPconsolidated basis. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. 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.

ACCOUNTING AND OTHER TERMS. Accounting terms not defined in this Agreement and calculations and determinations made pursuant to this Agreement shall be construed following GAAP, except for (i) non-compliance with FAS 123R in monthly reporting . Calculations and (ii) with respect to unaudited financial statements for the absence of footnotes and subject to year-end audit adjustmentsdeterminations must be made following GAAP; provided that if at any time any change in GAAP would affect the computation of any covenant or requirement set forth in any Loan Document, and either Borrower or Bank shall so request, Borrower and Bank shall negotiate in good faith to amend such covenant or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that, until so amended, amended (a) such covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) 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; provided, further, that for purposes of Sections 7.4 and 7.5 of this Agreement. Notwithstanding the foregoing, any obligations of a Person under a lease 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 existing now or entered into in the future) that is not (or would not be) a capital such operating lease obligation under GAAP as obligations were in effect as of on such date) notwithstanding the Effective Date shall not fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capital capitalized lease obligation solely as a result of the adopting of changes obligations in accordance with GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. 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.

ACCOUNTING AND OTHER TERMS. (a) Accounting terms not defined in this Agreement and calculations and determinations made pursuant to this Agreement shall be construed following GAAP, . Calculations and determinations must be made following GAAP (except for (i) non-compliance with FAS 123R in monthly reporting and (ii) with respect to unaudited financial statements for the 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 covenant financial ratio or requirement set forth in any Loan Document, and either Borrower or Bank shall so request, each Borrower and Bank shall negotiate in good faith to amend such covenant ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that, until so amended, (ai) such covenant ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (bii) 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; provided. Notwithstanding any other provision contained herein, furtherall terms of an accounting or financial nature used herein shall be construed, that for purposes and all computations of Sections 7.4 amounts and 7.5 ratios referred to herein, and the determination of this AgreementIndebtedness hereunder, shall be made without giving effect to Financial Accounting Standards Board (FASB) Standard ASC 842 (Leases) (or any obligations of other applicable financial accounting standard having a Person under a similar result or effect) and related interpretations, in each case, to the extent any lease (whether existing now or entered into in similar arrangement conveying the futureright to use) that is not (or would not be) be required to be treated as a capital lease obligation thereunder where such lease (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. Notwithstanding any terms in this Agreement to the contrary, for purposes of any financial covenant and other financial calculations in this Agreement (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 Effective Date last day of a particular month, calculations relying on information from a Borrowing Base Statement shall not be treated as capital lease obligation solely as a result derived from the Borrowing Base Statement most recently delivered. If and prior to the termination of the adopting of changes in GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. 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.,

ACCOUNTING AND OTHER TERMS. (a) Accounting terms not defined in this Agreement and calculations and determinations made pursuant to this Agreement shall be construed following GAAP, . Calculations and determinations must be made following GAAP (except for (i) non-compliance with FAS 123R in monthly reporting and (ii) with respect to unaudited financial statements for the 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 covenant financial ratio or requirement set forth in any Loan Document, and either Borrower or Bank shall so request, each Borrower and Bank shall negotiate in good faith to amend such covenant ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that, until so amended, (ai) such covenant ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (bii) 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; provided. Notwithstanding any other provision contained herein, furtherall terms of an accounting or financial nature used herein shall be construed, that for purposes and all computations of Sections 7.4 amounts and 7.5 ratios referred to herein, and the determination of this AgreementIndebtedness hereunder, shall be made without giving effect to Financial Accounting Standards Board (FASB) Standard ASC 842 (Leases) (or any obligations of other applicable financial accounting standard having a Person under a similar result or effect) and related interpretations, in each case, to the extent any lease (whether existing now or entered into in similar arrangement conveying the futureright to use) that is not (or would not be) be required to be treated as a capital lease obligation thereunder where such lease (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. Notwithstanding any terms in this Agreement to the contrary, for purposes of any financial covenant and other financial calculations in this Agreement (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 Effective Date last day of a particular month, calculations relying on information from a Borrowing Base Statement shall not be treated as capital lease obligation solely derived from the Borrowing Base Statement most recently delivered. If and prior to the termination of this Agreement, as a result of the adopting any restatement of changes in GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. All or other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code adjustment to the extent 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 terms are defined thereinperiod, Borrower shall automatically and retroactively be obligated to pay to Bank promptly on demand by Bank, an amount equal to the excess of the amount of interest and fees (including, without limitation, the Unused Revolving Line Facility Fee) that should have been paid for such period over the amount of interest and fees actually EXECUTION VERSION paid for such period; and (ii) if the proper calculation of the 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.

ACCOUNTING AND OTHER TERMS. Accounting terms not defined in this Agreement and calculations and determinations made pursuant to this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP, except for with respect to unaudited financial statements (ia) non-compliance with FAS 123R in monthly reporting 123R, and (iib) with respect to unaudited financial statements for the 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 covenant or requirement set forth in any of the Loan DocumentDocuments, and either Borrower or Bank shall so request, Borrower and Bank shall negotiate in good faith to amend such ratio or covenant or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that, until so amended, (a) such covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) 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 GAAPtherein; provided, further, that any obligations of any Person that are or would have been treated as operating leases for purposes of Sections 7.4 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 7.5 covenants for purpose of this Agreement, any obligations of a Person under a lease Agreement (whether existing now or entered into in the future) that is not (or would not be) a capital such operating lease obligation under GAAP as obligations were in effect as of on such date) notwithstanding the Effective Date shall not fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capital capitalized lease obligation solely as 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 result of the adopting of changes in GAAPconsolidated basis. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. 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.

ACCOUNTING AND OTHER TERMS. Accounting terms not defined in this Agreement and calculations and determinations made pursuant to this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP, except for (i) non-compliance with FAS 123R in monthly reporting and (ii) with respect to unaudited financial statements for the 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 covenant financial ratio or requirement set forth in any Loan Document, and either Borrower Borrower, Agent or Bank the Lenders shall so request, Borrower Borrower, Agent and Bank the Lenders shall negotiate in good faith to amend such covenant ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, provided further, that, that until so amended, (a) such covenant ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide Bank Agent and the Lenders with 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; provided, further, that for purposes of Sections 7.4 and 7.5 of this Agreement. Notwithstanding the foregoing, any obligations of a Person under a lease 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 existing now or entered into in the future) that is not (or would not be) a capital such operating lease obligation under GAAP as obligations were in effect as of on such date) notwithstanding the Effective Date shall not fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capital capitalized lease obligation solely as 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 result of the adopting of changes in GAAPconsolidated basis. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 1313 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.

ACCOUNTING AND OTHER TERMS. Accounting terms not defined in this Agreement and calculations and determinations made pursuant to this Agreement shall be construed following GAAP, except for (i) non-compliance with FAS 123R in monthly reporting . Calculations and (ii) with respect to unaudited financial statements for the absence of footnotes and subject to year-end audit adjustmentsdeterminations 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 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 and calculations 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 capitalized and reflected as a liability on a balance sheet prepared in accordance with GAAP; provided further that if at any time any change in GAAP would affect the computation of any covenant or requirement set forth in any Loan Document, and either Borrower the Co-Borrowers or Bank the Required Lenders shall so request, Borrower the Co-Borrowers and Bank Collateral Agent (at the direction of the Required Lenders) shall negotiate in good faith to amend such covenant ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, and provided further that, until so amended, : (a) such covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower the Co-Borrowers shall provide Bank each Lender 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; provided, further, that for purposes of Sections 7.4 and 7.5 of this Agreement, any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) a capital lease obligation under GAAP as in effect as of the Effective Date shall not be treated as capital lease obligation solely as a result of the adopting of changes in GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 1314 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.

ACCOUNTING AND OTHER TERMS. Accounting terms not defined in this Agreement and calculations and determinations made pursuant to this Agreement shall be construed following GAAP, . Calculations and determinations must be made following GAAP (except for (i) non-compliance with FAS 123R in monthly reporting and (ii) with respect to unaudited financial statements for the absence of footnotes and subject to year-end audit adjustments; provided , provided, however, that if at any time any change in GAAP would affect the computation of any covenant or requirement set forth in any Loan Document, and either Borrower or Bank shall so request, Borrower and Bank shall negotiate in good faith to amend such covenant or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that, until so amended, (a) such covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) 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; provided, further, that all obligations of any Person that are or would have been treated as operating leases for purposes of Sections 7.4 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 7.5 covenants for purpose of this Agreement, any obligations of a Person under a lease Agreement (whether existing now or entered into in the future) that is not (or would not be) a capital such operating lease obligation under GAAP as obligations were in effect as of on such date) notwithstanding the Effective Date shall not fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capital capitalized lease obligation solely as a result of the adopting of changes obligations in accordance with GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. 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.

ACCOUNTING AND OTHER TERMS. 1.1 Accounting terms not defined in this Agreement and calculations and determinations made pursuant to this Agreement shall be construed following GAAP, in accordance with IFRS (except for (i) non-compliance with FAS 123R in monthly reporting and (ii) with respect to unaudited financial statements for the absence of footnotes and subject to year-end audit adjustments; ), provided that if at any time any change in GAAP IFRS would affect the computation of any covenant financial ratio or requirement set forth in any Loan Document, and either Borrower or Bank Lenders shall so request, Borrower and Bank Lenders shall negotiate in good faith to amend such covenant ratio or requirement to preserve the original intent thereof in light of such change in GAAPIFRS; provided, further, that, until so amended, (a) such covenant ratio or requirement shall continue to be computed in accordance with GAAP IFRS prior to such change therein and (b) Borrower shall provide Bank Lenders 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; provided, further, that for purposes of Sections 7.4 and 7.5 of this AgreementIFRS. Notwithstanding the foregoing, any obligations of a Person under a lease 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 existing now or entered into in the future) that is not (or would not be) a capital such operating lease obligation under GAAP as obligations were in effect as of on such date) notwithstanding the Effective Date shall not fact that such obligations are required in accordance with IFRS 16 (on a prospective or retroactive basis or otherwise) to be treated as capital capitalized lease obligation solely as a result of the adopting of changes (or finance lease) obligations in GAAPaccordance 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 13. 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. All references to “Dollars” or “$” are United States Dollars, unless otherwise noted.

ACCOUNTING AND OTHER TERMS. Accounting terms not defined in this Agreement and calculations and determinations made pursuant to this Agreement shall be construed following GAAP, except for (i) non-compliance with FAS 123R in monthly reporting . Calculations and (ii) with respect to unaudited financial statements for the absence of footnotes and subject to year-end audit adjustmentsdeterminations must be made following GAAP; provided that if at any time any change in GAAP would affect the computation of any covenant financial ratio or requirement set forth in any Loan Document, and either Borrower or Bank shall so request, Borrower and Bank shall negotiate in good faith to amend such covenant ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, provided further, that, that until so amended, (a) such covenant ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide Bank with 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; provided. In addition, furtherno effect shall be given to Accounting Standards Codification 842, that for purposes of Sections 7.4 Leases (or any other Accounting Standards Codification having similar result or effect) (and 7.5 of this Agreement, related interpretations) to the extent any obligations of a Person under a lease (whether existing now or entered into in the futuresimilar arrangement) that is not (or would not be) be required to be treated as a capital lease obligation thereunder where such lease (or arrangement) would have been treated as an operating lease under GAAP as in effect as immediately prior to the effectiveness of such Accounting Standards Codification. Notwithstanding the Effective Date foregoing, all financial covenant and other financial calculations shall be computed with respect to Borrower only, and not be treated as capital lease obligation solely as on a result of the adopting of changes in GAAPconsolidated basis. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. 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.

ACCOUNTING AND OTHER TERMS. (A) Accounting terms not defined in this Agreement and calculations and determinations made pursuant to this Agreement shall be construed following GAAP, . Calculations and determinations must be made following GAAP (except for (i) non-compliance with FAS 123R in monthly reporting and (ii) with respect to unaudited financial statements for the 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 covenant financial ratio or requirement set forth in any Loan Document, and either Borrower or Bank any Lender shall so request, Borrower and Bank Lenders shall negotiate in good faith to amend such covenant ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that, until so amended, (ai) such covenant ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (bii) Borrower shall provide Bank Agent and Lenders 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; provided, further, that for purposes of Sections 7.4 and 7.5 of this Agreement. Notwithstanding the foregoing, any obligations of a Person under a lease 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 existing now or entered into in the future) that is not (or would not be) a capital such operating lease obligation under GAAP as obligations were in effect as of on such date) notwithstanding the Effective Date shall not fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capital capitalized lease obligation solely as a result of the adopting of changes obligations in accordance with GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. 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.

ACCOUNTING AND OTHER TERMS. (a) Accounting terms not defined in this Agreement and calculations and determinations made pursuant to this Agreement shall be construed following GAAP, . Calculations and determinations must be made following GAAP (except for (i) non-compliance with FAS 123R in monthly reporting and (ii) with respect to unaudited financial statements for the 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 covenant financial ratio or requirement set forth in any Loan Document, and either Borrower or Bank shall so request, Borrower and Bank shall negotiate in good faith to amend such covenant ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that, until so amended, (ai) such covenant ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (bii) 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; provided, further, that for purposes of Sections 7.4 and 7.5 of this Agreement. In addition to the foregoing, any obligations of a any Person under a lease 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 existing now or entered into in the future) that is not (or would not be) a capital such operating lease obligation under GAAP as obligations were in effect as of on such date) notwithstanding the Effective Date shall not fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capital capitalized lease obligation solely as a result of the adopting of changes obligations in accordance with GAAP. Capitalized terms Notwithstanding the foregoing, all financial covenant and other financial calculations shall be computed with respect to Borrower only, and not otherwise defined in this Agreement shall have the meanings set forth in Section 13. 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 thereinon a consolidated basis.