Common use of Calculations; Computations Clause in Contracts

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Lenders) (with the foregoing generally accepted accounting principles herein called "GAAP"); provided that, (i) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with Sections 9.08 through 9.10, inclusive, and the determination of Applicable Margin and Applicable Commitment Commission Percentage shall utilize accounting principles and policies in conformity with those used to prepare the annual financial statements first delivered to the Lenders pursuant to Section 7.05(a), (ii) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries and (iii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis. (b) All computations of interest on Eurodollar Loans, Commitment Commission and Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or Fees are payable. All computations of interest on Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the LendersBanks) (with the foregoing generally accepted accounting principles herein called "GAAP"); provided that, (i) except as otherwise specifically provided herein, -------- all computations of Excess Cash Flow and all computations determining compliance with Sections 9.08 through 9.109.11, inclusive, and the determination of the Applicable Margin and Margin, Applicable Commitment Commission Percentage and Specific Borrowing Conditions shall utilize accounting principles and policies in conformity with those used to prepare the annual financial statements first delivered to the Lenders Banks pursuant to Section 7.05(a), ) and (ii) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries and (iii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma BasisSubsidiaries. (b) All computations of interest on Eurodollar Loansinterest, Commitment Commission Commission, and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or other Fees are payable. All computations of interest on Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Lenders) (with the foregoing generally accepted accounting principles herein called "GAAP"Banks); provided that Statements of Financial Accounting Standards Nos. 141 and 142 shall be deemed to be in effect as of the Effective Date; provided further that, (i) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with Sections 9.08 through 9.10, inclusive, and the determination of Applicable Margin and Applicable Commitment Commission Percentage shall utilize accounting principles and policies in conformity with those used to prepare the annual financial statements first of the Borrower for the fiscal year ended March 31, 2001 delivered to the Lenders Banks pursuant to Section 7.05(a) (with the foregoing generally accepted accounting principles, subject to the preceding proviso, herein called "GAAP"), (ii) for purposes ; provided further that until the Spinoff Guarantor Release Event all computations of calculating financial terms, Excess Cash Flow and all covenants and related definitions, all such calculations based on the operations of the Borrower and its Subsidiaries on a consolidated basis computations determining compliance with Sections 9.08 through 9.10 inclusive shall be made without giving effect to calculated as if the operations of any Unrestricted Subsidiaries and (iii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on Spinoff Guarantor is a Pro Forma BasisConsolidated Subsidiary. (b) All computations of interest on Eurodollar Loansinterest, Commitment Commission and Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last dayday (determined in accordance with the terms hereof) occurring in the period for which such interest, Commitment Commission or Fees are payable. All computations payable (except for interest payable in respect of interest on Base Rate Loans based on the Prime Lending Rate, which shall be made computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days (including the first 365/66 day but excluding the last day) occurring in the period for which such interest is payableyear).

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower Holdings to the Lenders) (with the foregoing generally accepted accounting principles herein called "GAAP"); provided thatprovided, (i) that except as otherwise specifically provided herein, all computations of Excess Cash Flow determining the Adjusted Total Leverage Ratio and all computations determining the Total Leverage Ratio and compliance with Sections 9.08 through 9.104.02, inclusive8.15 and 9, and the determination of Applicable Margin and Applicable Commitment Commission Percentage shall including definitions used therein shall, in each case, utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare prepare, the annual December 31, 2002 financial statements first of Holdings delivered to the Lenders pursuant to Section 7.05(a7.10(b); provided further, that (ii) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries and (iiii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis, (ii) any determination of Consolidated Interest Expense for any portion of any Test Period which ends prior to the Initial Borrowing Date shall be calculated in accordance with the definition of Test Period contained herein and (iii) for purposes of calculating the Applicable Margins, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Holdings and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries. (b) All computations of interest on Eurodollar Loans, Commitment Commission and Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or Fees are payable. All computations of interest on Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower Company to the Lenders) (with the foregoing generally accepted accounting principles herein called "GAAP"Banks); provided that, (i) as provided in the definition of Subsidiary, Unrestricted Subsidiaries shall not be included for any purposes of this Agreement (including the computations and calculations described in the immediately succeeding clause (ii)) as Subsidiaries of the Company, (y) except as otherwise specifically provided herein, all computations of Excess Cash Flow and the Cumulative Retained Residual Excess Cash Flow Amount, and all computations determining compliance with Sections 9.08 10.03 and 10.05 through 9.1010.11, inclusive, and the determination of Applicable Margin and Applicable Commitment Commission Percentage shall utilize accounting principles and policies in conformity with those used to prepare the annual historical pro forma financial statements first delivered to the Lenders Banks pursuant to Section 7.05(a), 8.05(a) and (iiiii) for purposes of calculating financial termsdetermining compliance with Sections 10.10 and 11.12 only, all covenants Adjusted Consolidated EBITDA of the Company or the Unrestricted Subsidiaries, as the case may be, shall be determined giving pro forma effect to sales and related definitions, all such calculations based acquisitions of Hotel Properties and Acquired Businesses on the operations same basis as is provided in clause (v) of the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations definition of any Unrestricted Subsidiaries and (iii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma BasisBasis contained herein. (b) All computations of interest on Eurodollar Loansinterest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the 147 C/M 11752.0000 414856.1 first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or Fees are payable. All computations of interest on Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Lenders) (with the foregoing generally accepted accounting principles herein called "GAAP"thereto); provided that, that (i) except as otherwise specifically provided herein, all computations of Excess Cash Flow and the Applicable Margin, and all computations and all definitions (including accounting terms) used in determining compliance with Sections 9.08 8.15 and 9.07 through 9.109.09, inclusive, and the determination of Applicable Margin and Applicable Commitment Commission Percentage shall utilize generally accepted accounting principles and policies in conformity with those used to prepare the annual audited financial statements first delivered of Holdings referred to in Section 7.05(a)(i) for the Lenders pursuant to Section 7.05(a)fiscal year of Holdings ended September 25, 2005 and (ii) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries and (iii) to the extent expressly required pursuant to the provisions of this Agreementprovided herein, certain calculations shall be made on a Pro Forma forma Basis. (b) All computations of interest (other than interest based on Eurodollar Loansthe Canadian Prime Rate), Commitment Commission and other Fees (other than Drawing Fees) hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or Fees are payable. All computations of interest based on Base the Canadian Prime Rate Loans shall be made based on the basis of a year of 365 days. (c) For purposes of the Interest Act (Canada), (i) whenever any interest or 366 fee under this Agreement is calculated using a rate based on a year of 360 days or 365 days, as the case may be, for the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate based on a year of 360 days or 365 days, as the case may be, (y) multiplied by the actual number of days (including the first day but excluding the last day) occurring in the period for calendar year in which such annual rate is to be ascertained, and (z) divided by 360 or 365, as the case may be; (ii) the principle of deemed reinvestment of interest is payabledoes not apply to any interest calculation under this Agreement; and (iii) the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields. (d) If any provision of this Agreement or of any of the other Credit Documents would obligate any Canadian Credit Party to make any payment of interest with respect to the Obligations or other amount payable to any Lender in an amount or calculated at a rate which would result in a receipt by that Lender of “interest” with respect to the Obligations at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provision, such amount or rates shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not so result in a receipt by that Lender of interest with respect to the Obligations at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (i) first, by reducing the amount or rates of interest required to be paid to the affected Lender under Section 1.08; and (ii) thereafter, by reducing any charges, fees, commissions, expenses, premiums and other amounts required to be paid to the affected Lender which would constitute “interest” with respect to the Obligations for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), then the Canadian Borrower shall be entitled, by notice in writing to the affected Lender, to obtain reimbursement from that Lender in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by that Lender to Canadian Borrower. Any amount or rate of interest on the Obligations referred to in this Section 13.07(d) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan or Loans remain outstanding on the assumption that any charges, fees, commissions, expenses, premiums and other amounts that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Initial Borrowing Date to the applicable Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determination.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with generally accepted (144) accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower Parent to the Lenders) (with the foregoing generally accepted accounting principles herein called "GAAP"Banks); provided that, (i) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with Sections 9.08 9.03 through 9.109.05, inclusive, and the determination of Applicable Margin and Applicable Commitment Commission Percentage Sections 9.07 through 9.09, inclusive, shall utilize accounting principles and policies in conformity with those used to prepare the annual historical financial statements first delivered to the Lenders Banks pursuant to Section 7.05(a), (ii) at such time as the Company and/or Showboat deposits cash and U.S. government obligations with the respective trustees to effect the Existing Showboat Notes Defeasances and/or the 8-3/4% Senior Subordinated Notes Redemption, the Existing Showboat Notes and/or the 8-3/4% Senior Subordinated Notes, as the case may be, shall no longer be considered outstanding for purposes of calculating financial termsSections 9.07, all covenants 9.08 and related definitions, all such calculations based on the operations of the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries 9.09 and (iii) to the extent expressly required pursuant to the provisions at no time shall (I) HNOIC (so long as HNOIC's only significant business activities, assets or liabilities are associated with its general partner's interest in ▇▇▇▇▇▇'▇ Jazz), (II) ▇▇▇▇▇▇'▇ Jazz and its Subsidiaries or (III) JCC Holding and its Subsidiaries be treated as Subsidiaries of Parent for purposes of this AgreementAgreement even though (x) HNOIC, certain calculations shall ▇▇▇▇▇▇'▇ Jazz and its Subsidiaries and JCC Holding and its Subsidiaries may at any time fall within the definition of "Subsidiary" or (y) generally accepted accounting principles would require otherwise, but shall, in each case instead be made on a Pro Forma Basistreated as an equity investment by Parent. (b) All computations of interest on Eurodollar Loansinterest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or other Fees are payable. All computations of interest on Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles GAAP in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Lenders) (with Lenders to the foregoing generally accepted accounting principles herein called "GAAP"extent, in each case, permitted by the terms of this Agreement); provided that, (i) that except as otherwise specifically provided herein, all computations of Excess Cash Flow the Applicable Margin, and all computations and all definitions (including accounting terms) used in determining compliance with Sections 9.08 through 9.1010.07 and 10.08, inclusive, and the determination of Applicable Margin and Applicable Commitment Commission Percentage shall utilize generally accepted accounting principles and policies in conformity with with, and consistent with, those used to prepare the annual historical audited consolidated financial statements first delivered of the Parent and its Subsidiaries referred to in Section 8.05(a). Notwithstanding anything to the Lenders pursuant to Section 7.05(a)contrary in this Agreement or in any other Credit Document, (ii) for purposes of calculating financial terms, all calculations and covenants and related definitions, all such calculations based on the operations of the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries and (iii) to the extent expressly required pursuant to the provisions terms of this AgreementAgreement or any other Credit Document, certain calculations shall GAAP will be made deemed to treat leases that would have been classified as operating leases in accordance with generally accepted accounting principles in the United States as in effect on December 31, 2013 in a Pro Forma Basismanner consistent with the treatment of such leases under generally accepted accounting principles in the United States as in effect on December 31, 2013, notwithstanding any modifications or interpretive changes thereto that may occur thereafter. (b) All computations of interest on Eurodollar Loansinterest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or other Fees are payable. All computations of interest on Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

Calculations; Computations. (a) The financial statements to be -------------------------- furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the Lenders) (with the foregoing generally accepted accounting principles herein called "GAAP"Banks); provided thatprovided, (i) that except as otherwise specifically provided -------- herein, all computations of Excess Cash Flow and all computations determining compliance with Sections 9.08 through 9.104.02, inclusive8.14 and 9, and the determination of Applicable Margin and Applicable Commitment Commission Percentage shall including definitions used therein shall, in each case, utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare prepare, the annual December 31, 1997 financial statements first of the U.S. Borrower delivered to the Lenders Banks pursuant to Section 7.05(a7.10(b); provided further, that (i) to the extent expressly required pursuant to ---------------- the provisions of this Agreement, certain calculations shall be made on a Pro --- Forma Basis, (ii) to the extent compliance with any of Section 9.09 or 9.10 ----- would include periods occurring prior to the Original Effective Date or the Restatement Effective Date, such calculation shall be adjusted on a Pro Forma --- ----- Basis to give effect to the Original Transaction or the Transaction, as the case may be, as if same had occurred on the first day of the respective period, (iii) in the case of any determinations of Consolidated Interest Expense or Consolidated EBITDA for any portion of any Test Period which ends prior to the Original Effective Date or the Restatement Effective Date, all computations determining compliance with Sections 9.09 and 9.10 and all determinations of the Adjusted Total Leverage Ratio, the Adjusted Senior Leverage Ratio and the Total Leverage Ratio shall be calculated in accordance with the definition of Test Period contained herein and (iv) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of the U.S. Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries and (iii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma BasisSubsidiaries. (b) For purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9 (excluding Sections 9.09 and 9.10), any amounts so incurred or expended (to the extent incurred or expended in a currency other than U.S. Dollars) shall be converted into U.S. Dollars on the basis of the Dollar Equivalent of the respective such amounts as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding or made at any time and it is expressed in terms of U.S. Dollars, all amounts originally incurred or spent in currencies other that U.S. Dollars shall be converted into U.S. Dollars on the basis of the Dollar Equivalent of the respective such amounts as in effect on the date any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding or made at any time). (c) All computations of interest on Eurodollar (other than interest payable in respect of Canadian Prime Rate Loans, Commitment Commission ) and Fees (other than Acceptance Fees, which shall be determined as provided in the definition thereof) hereunder shall be made on the basis actual number of days elapsed over a year of 360 days for days. All computations of interest payable in respect of Canadian Prime Rate Loans hereunder shall be made on the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or Fees are payable. All computations of interest on Base Rate Loans shall be made on the basis of elapsed over a year of 365 or 366 days, as the case may be. (d) For purposes of the Interest Act (Canada), for (i) whenever any interest or fee under this Agreement is calculated using a rate based on a year of 360 days or 365 days, as the case may be, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate based on a year of 360 days or 365 days, as the case may be, (y) multiplied by the actual number of days (including the first day but excluding the last day) occurring in the period for calendar year in which such annual rate is to be ascertained, and (z) divided by 360 or 365, as the case may be; (ii) the principle of deemed reinvestment or interest is payabledoes not apply to any interest calculation under this Agreement; and (iii) the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States GAAP, consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Lenders) (with Lenders and except, in the foregoing generally accepted accounting principles herein called "GAAP"case of interim financial statements, for normal year-end adjustments); provided that, (i) that except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining the Borrower's compliance with Sections 9.08 through 9.10, inclusive, Section 9 and the determination definition of Applicable Margin and Applicable Commitment Commission Percentage all other defined financial terms relating to the Borrower shall utilize accounting principles and policies in the United States in conformity with those used to prepare the annual historical financial statements first delivered to the Lenders pursuant to described in Section 7.05(a), ; and provided further that (i) the financial covenants set forth in Sections 8.11 and 9.10-9.14 shall be calculated without regard to Sears Tower as long as an Event of Default has not occurred and is not continuing under Section 9.17 and (ii) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on shall assume that the operations Borrower owns 100% of the Equity Interests in the Co-Borrower and its Subsidiaries on a consolidated basis shall if formed as long as the requirements of Section 8.04(b) continue to be made without giving effect satisfied with respect to the operations of any Unrestricted Subsidiaries and (iii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma BasisCo-Borrower. (b) All computations of interest on Eurodollar Loans, Commitment Commission and Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring , except in the period for which such interestcase of Letters of Credit Fees and Facing Fees, Commitment Commission or Fees are payable. All computations of interest on Base Rate Loans the last day shall be made on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last dayincluded) occurring in the period for which such interest is or Fees are payable; provided that all computations of interest on Base Rate Loans determined by reference to the Prime Lending Rate shall be based on the actual number of days elapsed over a year of 365 days (or 366 days, as the case maybe).

Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Lenders) (with the foregoing generally accepted accounting principles herein called "GAAP"); provided that, (i) except as otherwise specifically provided herein, -------- all computations of Excess Cash Flow Flow, the Applicable Margin and the Applicable Commitment Commission Percentage, and all computations and all definitions (including accounting terms) used in determining compliance with Sections 9.08 9.07 through 9.109.12, inclusive, and the determination of Applicable Margin and Applicable Commitment Commission Percentage shall utilize generally accepted accounting principles and policies in conformity with those used to prepare the annual historical financial statements first delivered of the Borrower referred to the Lenders pursuant to in Section 7.05(a), (ii) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries and (iii) to the extent expressly required pursuant to the provisions of this Agreementprovided herein, certain calculations shall be made on a Pro Forma Basis--- ----- Basis and (iii) for all purposes of this Agreement, all Receivables Indebtedness shall be treated as Indebtedness of the Borrower and its Subsidiaries hereunder, regardless of any differing treatment pursuant to generally accepted accounting principles. (b) All computations of interest on Eurodollar Loansinterest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (or 365 days in the case of interest on Base Rate Loans maintained at the Prime Lending Rate and Foreign Currency Revolving Loans denominated in Pounds Sterling) for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or Fees are payable. All computations . (c) Notwithstanding anything to the contrary contained in clause (a) of interest on Base Rate Loans this Section 13.07, (i) for purposes of determining compliance with any incurrence tests set forth in Sections 8 and/or 9 (excluding Sections 9.08, 9.09, 9.10, 9.11 and 9.12), any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be made converted into Dollars on the basis of the Dollar Equivalent of the respective such amounts as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence test limits the aggregate amount outstanding (or expended) at any time and is expressed in Dollars, all outstanding amounts originally incurred or expended in a year currency other than Dollars shall be converted into Dollars on the basis of 365 the Dollar Equivalent of the respective such amounts as in effect on the date any new incurrence or 366 days, expenditures made under any provision of any such Section that regulates the Dollar amount outstanding (or expended) at any time). (d) Except as the case may beprovided in Section 13.07(e), for purposes of this Agreement, the actual number Dollar Equivalent of days each Foreign Currency Revolving Loan and each Letter of Credit denominated in a Foreign Currency shall be calculated on the date when any such Foreign Currency Revolving Loan is made or Letter of Credit is issued, on the second Business Day of each month and at such other times as may be designated by the Administrative Agent. Such Dollar Equivalent shall remain in effect until the same is recalculated by the Administrative Agent as provided above and notice of such recalculation is received by the Borrower, it being understood that until such notice is received, the Dollar Equivalent shall be that Dollar Equivalent as last reported to the Borrower by the Administrative Agent. The Administrative Agent shall promptly notify the Borrower of each such determination of the Dollar Equivalent. (including e) For the first purposes of determining the Borrower's obligation to reimburse in Dollars a Drawing under a Letter of Credit denominated in a Foreign Currency (and each Participant's obligation to fund its Participation with respect to any such Letter of Credit), such determination shall be made by the Administrative Agent by converting the amount of the Unpaid Drawing into Dollars based on the Dollar Equivalent thereof on the day but excluding on which the last day) occurring Drawing is honored by the Issuing Lender. For the purposes of determining the Borrower's obligation to pay Letter of Credit Fees and Facing Fees with respect to Letters of Credit denominated in a Foreign Currency, such determination shall be made by using the period for which Dollar Equivalent in effect from time to time during the term of any such interest is payableLetter of Credit as determined by the provisions of Section 13.07(d).

Calculations; Computations. (a) The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Lenders) Banks), provided that (with the foregoing generally accepted accounting principles herein called "GAAP"); provided that, (ix) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with Sections 9.08 through 9.10Section 8, inclusive, and the determination of Applicable Margin and Applicable Commitment Commission Percentage including definitions used therein shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare prepare, the annual September 30, 1997 historical financial statements first of the Borrower delivered to the Lenders pursuant to Banks as described in Section 7.05(a), (ii6.10(b) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of the Borrower and its Subsidiaries on a consolidated basis but shall be made without giving not give effect to purchase accounting adjustments arising in connection with the operations of any Unrestricted Subsidiaries and (iii) Recapitalization, to the extent expressly required pursuant or permitted by APB 16 and APB 17 and their interpretations and (y) if at any time the computations determining compliance with Section 8, including definitions used therein utilize accounting principles different from those utilized in the financial statements furnished to the provisions of this AgreementBanks, certain calculations such financial statements shall be made on a Pro Forma Basisaccompanied by reconciliation work-sheets. (b) All computations of interest on Eurodollar Loansinterest, Commitment Commission and Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 365 days for (except, in the case of interest payable on Eurodollar Loans which shall be made on the actual number of days (elapsed over a year of 360 days), in each case including the first day day, but excluding the last day) , occurring in the period for which such interest, Commitment Commission or Fees are payable. All computations of interest on Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States (or the equivalent thereof in any country in which a Foreign Subsidiary is doing business, as applicable) consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Lenders) (with the foregoing generally accepted accounting principles herein called "GAAP"Banks); provided that, (i) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with Sections 9.08 through 9.10, inclusive, and the determination of Applicable Margin and Applicable Commitment Commission Percentage shall utilize accounting principles and policies in conformity with those used to prepare the historical financial statements delivered to the Banks for the first fiscal year of the Borrower ended after the Initial Borrowing Date pursuant to Section 8.01(c) (which annual financial statements first shall be generally consistent with the historical financial statements delivered to the Lenders Banks pursuant to Section 7.05(a), (ii) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of except as regards to inter-company transactions between the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect NSC) (with the foregoing generally accepted accounting principles, subject to the operations of any preceding proviso, herein called "GAAP"). Notwithstanding anything to the contrary contained herein, all computations determining compliance with Sections 9.08 through 9.10, inclusive, including definitions used therein, shall treat Unrestricted Subsidiaries and (iii) to as if the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basissame did not exist. (b) All computations of interest on Eurodollar Loansinterest, Commitment Commission and Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or Fees are payable. All computations of interest on Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Lenders) (with the foregoing generally accepted accounting principles herein called "GAAP"Banks); provided thatprovided, (i) that except as otherwise specifically -------- provided herein, all computations determining compliance with Sections 4.02, 8.14 and 9, including definitions used therein shall, in each case, utilize accounting principles and policies in effect at the time of Excess Cash Flow the preparation of, and in conformity with those used to prepare, the December 31, 1998 financial statements of the Borrower delivered to the Banks pursuant to Section 7.10(b); provided further, that (i) to the extent expressly required pursuant to the ---------------- provisions of this Agreement, certain calculations shall be made on a Pro Forma --- ----- Basis, (ii) to the extent compliance with any of Section 9.08 and 9.09 would include periods occurring prior to the Restatement Effective Date, such calculation shall be adjusted on a Pro Forma Basis to give effect to the --- ----- transactions contemplated by the Agreement as if same had occurred on the first day of the respective period, (iii) in the case of any determinations of Consolidated Interest Expense or Consolidated EBITDA for any portion of any Test Period which ends prior to the Restatement Effective Date, all computations determining compliance with Sections 9.08 through 9.10, inclusive, and 9.09 and all determinations of the determination Total Leverage Ratio shall be calculated in accordance with the definition of Applicable Margin Test Period contained herein and Applicable Commitment Commission Percentage shall utilize accounting principles and policies in conformity with those used to prepare the annual financial statements first delivered to the Lenders pursuant to Section 7.05(a), (iiiv) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries and (iii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma BasisSubsidiaries. (b) For purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9 (excluding Sections 9.08 and 9.09), any amounts so incurred or expended (to the extent incurred or expended in a currency other than U.S. Dollars) shall be converted into U.S. Dollars on the basis of the Dollar Equivalent of the respective such amounts as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding or made at any time and it is expressed in terms of U.S. Dollars, all amounts originally incurred or spent in currencies other that U.S. Dollars shall be converted into U.S. Dollars on the basis of the Dollar Equivalent of the respective such amounts as in effect on the date any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding or made at any time). (c) All computations of interest on Eurodollar Loans, Commitment Commission and Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or Fees are payable. All computations of interest on Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower Holdings to the Lenders) (with the foregoing generally accepted accounting principles herein called "GAAP"); provided that, (i) except as otherwise specifically provided herein, all computations of Excess Cash Flow Flow, and all computations and all definitions (including accounting terms) used in determining compliance with Sections 9.08 through 9.10, inclusive, 9.15 and the determination of Applicable Margin and Applicable Commitment Commission Percentage 10.07 shall utilize accounting principles GAAP and policies in conformity with those used to prepare the annual audited financial statements first delivered of TPI referred to in Section 8.05(a) for the Lenders pursuant to Section 7.05(a)fiscal year of TPI ended on December 31, 2006 and (ii) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries and (iii) to the extent expressly required pursuant to the provisions of this Agreementprovided herein, certain calculations shall be made on a Pro Forma Basis. (b) All computations of (i) interest on Base Rate Loans determined by reference to the Federal Funds Rate and on Eurodollar Loans, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or other Fees are payable. All , and (ii) all computations of interest on Base Rate Loans determined by reference to the Prime Lending Rate shall be made on the basis of a year of 365 or 366 days, 365/366 days (as the case may be, applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States (or the equivalent thereof in any country in which a Foreign Subsidiary is doing business, as applicable) consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Lenders) (with the foregoing generally accepted accounting principles herein called "GAAP"Banks); provided that, (i) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with Sections 9.08 through 9.109.11, inclusive, and the determination of Applicable Margin and Applicable Commitment Commission Percentage shall utilize accounting principles and policies in conformity with those used to prepare the annual historical financial statements first delivered to the Lenders Banks pursuant to Section 7.05(a), (ii) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries and (iii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis. (b) All computations of interest on Eurodollar Loansinterest, Commitment Commission and Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or Fees are payable. All computations . (c) Except with respect to Letters of interest on Base Rate Loans Credit denominated in a currency other than Dollars, all determinations of any amount of Indebtedness and/or any other amount denominated in a currency other than Dollars shall be made on by converting same into Dollars at (x) if an Other Hedging Agreement has been entered into by the basis Borrower and/or any of a year its Subsidiaries in connection with such Indebtedness, and is in effect at the time of 365 such determination, the rate provided in such Other Hedging Agreement or 366 days(y) if the provision of the preceding clause (x) is not applicable, as the case may be"official" exchange rate, if applicable, or the spot exchange rate for the actual number currency in question in effect at the time of days (including the first day but excluding the last day) occurring in the period for which such interest is payabledetermination.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower US Company to the Lenders) (with the foregoing generally accepted accounting principles herein called "GAAP"); provided that, (i) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with Sections 9.08 through 9.10, inclusive, and the determination of Applicable Margin and Applicable Commitment Commission Percentage shall utilize accounting principles GAAP and policies in conformity with those used to prepare the annual audited financial statements first delivered of US Company referred to in Section 8.10(a) for the Lenders pursuant to Section 7.05(a)fiscal year ended December 31, 2007 and (ii) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries and (iii) to the extent expressly required pursuant to the provisions of this Agreementprovided herein, certain calculations shall be made on a Pro Forma Basispro forma basis. (b) All computations of interest on Eurodollar Loansinterest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or Fees are payable. All ; provided, however, all computations of interest on Base Rate Loans determined by reference to the Prime Lending Rate shall be made on the basis of a year of 365 or 366 days, 365/366 days (as the case may be, applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. (c) For purposes of the Interest Act (Canada), (i) whenever any interest or fee under this Agreement or any Note is calculated using a rate based on a year of 360 days, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate based on a year of 360 days, (y) multiplied by the actual number of days in the calendar year in which the period for which such interest or fee is payable (or compounded) ends, and (z) divided by 360, (ii) the principle of deemed reinvestment of interest does not apply to any interest or fee calculation under this Agreement and any Note, and (iii) the rates of interest stipulated in this Agreement and any Note are intended to be nominal rates and not effective rates or yields.

Calculations; Computations. (a) The financial statements to be -------------------------- furnished to the Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower Holdings to the Lenders) (with the foregoing generally accepted accounting principles herein called "GAAP"); provided that, (i) except as otherwise specifically provided herein, all -------- computations of Excess Cash Flow the Applicable Margin and all computations and all definitions (including accounting terms) used in determining compliance with Sections 9.08 through 9.10, inclusive, and the determination of Applicable Margin and Applicable Commitment Commission Percentage shall utilize generally accepted accounting principles and policies in conformity with those used to prepare the annual historical financial statements first delivered of the Borrower referred to the Lenders pursuant to in Section 7.05(a), and (ii) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries and (iii) to the extent expressly required pursuant to the provisions of this Agreementprovided herein, certain calculations shall be made on a Pro --- Forma Basis.. ----- (b) All computations of interest on Eurodollar Loansinterest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or Fees are payable. All computations of ; provided that interest on Base Rate Loans calculated by reference to the Prime Lending Rate shall be made on the basis of a year of 365 days (or 366 days, as the case may be, applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings or the U.S. Borrower to the Lenders) (with the foregoing generally accepted accounting principles herein called "GAAP"Banks); provided thatprovided, that (x) fees payable -------- pursuant to Section 8.08(iii) may be excluded in computations of Consolidated EBITDA, (iy) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with Sections 9.08 through 9.104.02 and 8, inclusiveincluding definitions used therein, and the determination of Applicable Margin and Applicable Commitment Commission Percentage shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare prepare, the annual December 31, 1998 financial statements first delivered to the Lenders Banks pursuant to Section 7.05(a6.10(b) but shall not give effect to purchase accounting adjustments required or permitted by APB 16 (including non-cash write ups and non-cash charges relating to inventory, fixed assets and in process research and development, in each case arising in connection with any Permitted Acquisition) and APB 17 (including non-cash charges relating to intangibles and goodwill arising in connection with any Permitted Acquisition); provided that for -------- purposes of any determination of the Euro Equivalent in connection with a mandatory repayment pursuant to Section 4.02(A)(a)(ii), (ii) for purposes the Euro Equivalent of calculating financial terms, all covenants and related definitions, all such calculations based any Alternate B Currency Loan shall be calculated on the operations second Business day of each calendar quarter, and (z) if at any time the Borrower computations determining compliance with Sections 4.02 and its Subsidiaries on a consolidated basis 8 utilize accounting principles different from those utilized in the financial statements furnished to the Banks, such financial statements shall be made without giving effect to the operations of any Unrestricted Subsidiaries and accompanied by reconciliation work-sheets; provided further, that (iiii) to the extent expressly required pursuant to the ---------------- provisions of this Agreement, certain calculations shall be made on a Pro Forma --- ----- Basis, and (ii) in the case of any determinations of Consolidated Interest Expense for any portion of any Test Period which ends prior to the Initial Borrowing Date, all computations determining compliance with Section 8.10 and all determinations of the Consolidated Interest Coverage Ratio shall be calculated in accordance with the definition of Test Period contained herein. (b) All computations of interest on Eurodollar Loans, Commitment Commission and Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days for days. (c) For purposes of this Agreement, the actual number Euro Equivalent of days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or Fees are payable. All computations of interest on Base Rate Loans each Alternate B Currency Loan shall be made calculated on the basis date when any such Alternate B Currency Loan is made or repaid, on the second Business Day of each month and at such other times as designated by the Administrative Agent at any time when a year Default under Section 9.01 or an Event of 365 or 366 daysDefault exists; provided -------- that for purposes of any determination of the Euro Equivalent in connection with a mandatory repayment pursuant to Section 4.02(A)(a)(ii), the Euro Equivalent of any Alternate B Currency Loan shall be calculated on the second Business day of each calendar quarter. Such Euro Equivalent shall remain in effect until the same is recalculated by the Administrative Agent as provided above and notice of such recalculation is received by the case may beU.S. Borrower and the German Borrower, for it being understood that until such notice is received, the actual number Euro Equivalent shall be that Euro Equivalent as last reported to the Borrowers by the Administrative Agent. The Administrative Agent shall promptly notify each Borrower and the Banks of days (including each such determination of the first day but excluding the last day) occurring in the period for which such interest is payableEuro Equivalent.

Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the LendersBanks) (with the foregoing generally accepted accounting principles herein called "GAAP"); provided that, (i) except as otherwise specifically provided herein, -------- all computations of Excess Cash Flow and all computations determining compliance with Sections 9.08 through 9.109.11, inclusive, and the determination of the Applicable Margin and Applicable Commitment Commission Percentage shall utilize accounting principles and policies in conformity with those used to prepare the annual financial statements first delivered to the Lenders Banks pursuant to Section 7.05(a), ) and (ii) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries and (iii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma BasisSubsidiaries. (b) All computations of interest on Eurodollar Loansinterest, Commitment Commission Commission, and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or other Fees are payable. All computations of interest on Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Lenders) (with the foregoing generally accepted accounting principles herein called "GAAP"); provided provided, however, that, (i) except as otherwise specifically provided herein, all computations of Excess Cash Flow Flow, and all computations and all definitions (including accounting terms) used in determining compliance with Sections 9.08 through 9.10, inclusive, 8.15 and the determination of Applicable Margin and Applicable Commitment Commission Percentage 9 shall utilize accounting principles GAAP and policies in conformity with those used to prepare the annual financial statements first of the Borrower referred to in Section 8.01(b) for the fiscal year ended December 31, 2006 delivered to the Lenders pursuant to Section 7.05(a)DBTCA, as Administrative Agent (ii) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis and (iii) for purposes of calculating the Applicable Margins, the Financial Covenant, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries and (iii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma BasisSubsidiaries. (b) All computations of interest on Eurodollar Loansinterest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (or 365/6 days in the case of interest on Base Rate Loans based on the Prime Lending Rate) for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or Fees are payable. All computations of interest on Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

Calculations; Computations. (a) The financial statements state-ments to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Lenders) (with the foregoing generally accepted accounting principles herein called "GAAP"); provided provided, however, that, (i) except as otherwise specifically provided herein, all computations of Excess Cash Flow Flow, and all computations and all definitions (including accounting terms) used in determining compliance with Sections 9.08 through 9.10, inclusive, 8.15 and the determination of Applicable Margin and Applicable Commitment Commission Percentage 9 shall utilize accounting principles GAAP and policies in conformity with those used to prepare the annual financial statements first of the Borrower referred to in Section 8.01(b) for the fiscal year ended December 31, 2005 delivered to the Lenders Deutsche Bank AG Cayman Islands Branch, as Administrative Agent under (and as defined in) the Existing First-Lien Credit Agreement, pursuant to Section 7.05(a)8.01(b) thereto, (ii) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis and (iii) for purposes of calculating the Applicable Margins, the Financial Covenants, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries and (iii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma BasisSubsidiaries. (b) All computations of interest on Eurodollar Loansinterest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (or 365/6 days in the case of interest on Base Rate Loans based on the Prime Lending Rate) for the actual number of days (including includ-ing the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or Fees are payable. All computations of interest on Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Lenders) (with the foregoing generally accepted accounting principles herein called "GAAP"Banks); provided that, (i) except as otherwise specifically provided herein, all -------- computations of Quarterly Excess Cash Flow and Annual Excess Cash Flow, and all computations determining compliance with Sections 9.08 9.07 through 9.109.12, inclusive, and the determination of Applicable Margin and Applicable Commitment Commission Percentage inclusive shall utilize accounting principles and policies in conformity with those used to prepare the annual historical financial statements first delivered referred to the Lenders pursuant to in Section 7.05(a). Notwithstanding anything to the contrary contained in this Agreement, (ii) from and after the REIT Conversion Date, to the extent that Holdings has any Indebtedness, liabilities, operating expenses or taxes, such Indebtedness, liabilities, operating expenses or taxes, as applicable, shall be treated as obligations of the Borrower for the purposes of calculating compliance with the financial covenants contained in Sections 9.08 through 9.12, inclusive, as well as for purposes of calculating financial termsdetermining Excess Cash Flow, all covenants the Applicable Margin and related definitions, all such calculations based on the operations of the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries and (iii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma BasisApplicable Commitment Commission Percentage. (b) All computations of interest on Eurodollar Loansinterest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or other Fees are payable. All computations of interest on Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Lenders) (with the foregoing generally accepted accounting principles herein called "GAAP"Banks); provided that, notwithstanding anything to the contrary contained in this Agreement, all computations determining compliance with Sections 8.08 and 8.09 and the definitions of Applicable Commitment 148 Commission Percentage and Applicable Margin shall include the consolidated Indebtedness (i) other than Indebtedness for borrowed money evidenced by a Parent Note), consolidated net cash interest expense and consolidated EBITDA, as the case may be, of each Non-Controlled Entity; provided further that, except as otherwise specifically provided herein, (i) all computations of Excess Cash Flow and all computations determining compliance with Sections 9.08 8.07 through 9.108.09, inclusive, and the determination definitions of Applicable Margin and Applicable Commitment Commission Percentage and Applicable Margin shall utilize accounting principles and policies in conformity with those used to prepare the annual historical financial statements first delivered to the Lenders Banks pursuant to Section 7.05(a), 6.05(a) and (ii) for purposes all computations determining compliance with Sections 8.08 and 8.09 and the definitions of calculating financial terms, all covenants Applicable Commitment Commission Percentage and related definitions, all such calculations based on the operations of the Borrower and its Subsidiaries on a consolidated basis Applicable Margin shall be made without giving effect to the operations of any Unrestricted Subsidiaries and (iii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made determined on a Pro Forma BasisBasis (with the foregoing generally accepted accounting principles, subject to the preceding proviso, herein called "GAAP"). (b) All computations of interest on Eurodollar Loansinterest, Commitment Commission and Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or Fees are payable. All computations of interest on Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the LendersBanks) (with the foregoing generally accepted accounting principles herein called "GAAP"); provided that, (i) except as otherwise specifically provided herein, all computations of Quarterly Excess Cash Flow and Annual Excess Cash Flow, all computations determining compliance with Sections 9.08 8.07 through 9.108.12, inclusive, and all computations of the determination of Applicable Margin and Applicable Commitment Commission Percentage Borrowing Base shall utilize accounting principles and policies in conformity with those used to prepare the annual historical financial statements first delivered referred to the Lenders pursuant to in Section 7.05(a6.05(a), (ii) for purposes of calculating financial termsdetermining the Borrowing Base and compliance with Sections 8.08 through 8.12 (in each case) for any portion of a Test Period ended prior to the Effective Date, all covenants and related definitions, all such calculations based shall be determined on a Pro Forma Basis as if the Initial Capital Contributions had occurred on the operations first day of the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries such Test Period and (iii) to the extent expressly required pursuant to the provisions for purposes of this Agreementdetermining Quarterly Excess Cash Flow, certain calculations Annual Excess Cash Flow and compliance with Sections 8.08 through 8.12, such definitions and covenants shall be made on a Pro Forma Basisdetermined as if the Existing New York Marriott Financial Center Notes did not exist and as if there were no interest expense related thereto. (b) All computations of interest on Eurodollar Loansinterest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or other Fees are payable. All computations of interest on Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles GAAP in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Lenders) (with Lenders to the foregoing generally accepted accounting principles herein called "GAAP"extent, in each case, permitted by the terms of this Agreement); provided that, (i) that except as otherwise specifically provided herein, all computations of Excess Cash Flow the Applicable Margin, and all computations and all definitions (including accounting terms) used in determining compliance with Sections 9.08 through 9.1010.07 and 10.08, inclusive, and the determination of Applicable Margin and Applicable Commitment Commission Percentage shall utilize generally accepted accounting principles and policies in conformity with with, and consistent with, those used to prepare the annual historical audited consolidated financial statements first delivered of the Parent and its Subsidiaries referred to in Section 8.05(a). Notwithstanding anything to the Lenders pursuant to Section 7.05(a)contrary in this Agreement or in any other Credit Document, (ii) for purposes of calculating financial terms, all calculations and covenants and related definitions, all such calculations based on the operations of the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries and (iii) to the extent expressly required pursuant to the provisions terms of this AgreementAgreement or any other Credit Document, certain calculations shall GAAP will be made deemed to treat leases that would have been classified as operating leases in accordance with generally accepted accounting principles in the United States as in effect on December 31, 2013 in a Pro Forma Basis.manner consistent with the treatment of such leases under generally accepted accounting principles in the United States as in effect on December 31, 2013, notwithstanding any modifications or interpretive changes thereto that may occur thereafter. 107 (b) All computations of interest on Eurodollar Loansinterest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or other Fees are payable. All computations of interest on Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower Holdings to the Lenders) (with the foregoing generally accepted accounting principles herein called "GAAP"); provided that, (i) except as otherwise specifically provided herein, all computations of Excess Cash Flow (including the Applicable Excess Cash Flow Percentage) and the Applicable Margin, and all computations and all definitions (including accounting terms) used in determining compliance with Sections 9.08 through 9.102.14, 9.15 and Section 10, inclusive, and the determination of Applicable Margin and Applicable Commitment Commission Percentage shall utilize accounting principles GAAP and policies in conformity with those used to prepare the annual audited financial statements first delivered of Holdings referred to in Section 8.05(a) for the Lenders pursuant to Section 7.05(a)Fiscal Year ended 2009, (ii) for purposes of calculating financial terms, all covenants and related definitionsnotwithstanding anything to the contrary contained herein, all such calculations based on the operations of the Borrower and its Subsidiaries on a consolidated basis financial statements shall be made prepared, and all financial covenants contained herein or in any other Credit Document shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the operations of any Unrestricted Subsidiaries fair value thereof and (iii) to the extent expressly required pursuant to the provisions of this Agreementprovided herein, certain calculations shall be made on a Pro Forma Basis. (b) All computations of interest on Eurodollar Loansinterest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or Fees are payable. All computations of interest on Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Lenders); provided that (x) except as otherwise specifically provided herein, all computations determining Applicable Margins and compliance with Section 9 shall utilize accounting principles, policies and practices in conformity with, and consistent with, those used to prepare the historical financial statements of Flowers Industries and the pro forma historical financial statements of the Borrower and its Subsidiaries delivered to the Lenders pursuant to Sections 7.05(a) and (b) prior to the Initial Borrowing Date (with the foregoing generally accepted accounting principles herein called "GAAP"); provided that, (i) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with Sections 9.08 through 9.10, inclusive, and the determination of Applicable Margin and Applicable Commitment Commission Percentage shall utilize accounting principles and policies in conformity with those used to prepare the annual financial statements first delivered to the Lenders pursuant to Section 7.05(a), (ii) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries and (iii) only to the extent expressly required pursuant to the provisions of this Agreementprovided herein, certain calculations for purposes of determining Applicable Margins and compliance with Section 9 shall be made on a Pro Forma Basis. (b) All computations of interest on Eurodollar Loans, Commitment Commission and Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or Fees are payable. All computations of interest on Base -114- 121 Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings or the Borrower to the Lenders) (with Banks; it being understood and agreed that notes may be absent in the foregoing generally accepted accounting principles herein called "GAAP"interim financial statements); provided that. In addition, (i) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with Sections 9.08 through 9.104.02 and 9, inclusiveincluding definitions used therein, and the determination of Applicable Margin and Applicable Commitment Commission Percentage shall utilize accounting principles and policies in conformity with those used effect from time to prepare time; provided that if any such accounting principle or policy shall change after the annual financial statements first delivered Effective Date, the Borrower shall give prompt notice thereof to the Lenders Administrative Agent and each of the Banks and if within 90 days following such notice the Borrower, the Administrative Agent or the Required Banks shall elect by giving written notice of such election to the other parties hereto, such computations shall not give effect to such change unless and until this Agreement shall be amended pursuant to Section 7.05(a)14.12 to give effect to such change. Notwithstanding the foregoing, (ii) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries and (iiii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis, and (ii) in the case of any determinations of Consolidated Cash Interest Expense for any portion of any Test Period which ends prior to June 30, 2005, all computations determining compliance with Section 9.10 shall be calculated in accordance with the definition of Test Period contained herein. (b) All computations of interest on Eurodollar Loans, Commitment Commission and Fees hereunder shall be made on the basis of a year of 360 days for the actual number of (365-366 days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or Fees are payable. All computations case of interest on Base Rate Loans shall be made on maintained at the basis of a year of 365 or 366 days, as the case may be, Prime Lending Rate) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is or Fees are payable.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Lenders) (with the foregoing generally accepted accounting principles herein called "GAAP"); provided that, (i) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with Sections 9.08 10.08 through 9.1010.10, inclusive, and the determination of Applicable Margin and Applicable Commitment Commission Percentage shall utilize accounting principles and policies in conformity with those used to prepare the annual financial statements first delivered to the Lenders pursuant to Section 7.05(a8.05(a), (ii) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries and (iii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis. (b) All computations of interest on Eurodollar Loans, Commitment Commission and Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or Fees are payable. All computations of interest on Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Lenders) (with the foregoing generally accepted accounting principles herein called "GAAP"); , provided that, (i) that except as otherwise specifically provided herein, all computations of Excess Cash Flow Applicable Commitment Commission Percentage and the Applicable Margin, and all computations and all definitions (including accounting terms) used in determining compliance with Sections 9.07, 9.08 through 9.10and 9.09, inclusive, and the determination of Applicable Margin and Applicable Commitment Commission Percentage shall utilize accounting principles and policies in conformity with those used to prepare the annual historical financial statements first delivered referred to the Lenders pursuant to in Section 7.05(a), (ii) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries and (iii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis. (b) All computations of interest on Eurodollar Loans, Commitment Commission and Fees Loans hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or Fees are interest is payable. All computations of interest on Base Rate Loans and computations of Fees hereunder shall be made on the basis of a year of 365 or 366 days, as the case may be, 365/366 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is or Fees are payable. (c) All determinations of the Stated Amount of Letters of Credit and of the principal amount of Unpaid Drawings, in each case to the extent denominated in an Alternate Currency, shall be made by converting same into Dollars at (x) in the case of a determination of the Borrower's obligation to reimburse an Unpaid Drawing under a Letter of Credit denominated in an Alternate Currency, the spot exchange rate of the Issuing Lender of such Letter of Credit or (y) if the provisions of the foregoing clause (x) are not applicable, the "official" exchange rate (if applicable) or the spot exchange rate for the Alternate Currency in question calculated by the Administrative Agent (each such exchange rate, the "Spot Exchange Rate"). The Spot Exchange Rate used to make determinations of the Stated Amount of any Letter of Credit and any Unpaid Drawings for the purposes of Sections 1.01(a), 1.01(b), 2.01(c) and 4.02(a), shall be calculated (i) on the Restatement Effective Date, (y) on the first Business Day of each calendar month thereafter and (z) on such other day as the Administrative Agent may, in its sole discretion, consider appropriate. The Spot Exchange Rate used to make determinations of the Borrower's reimbursement obligations with respect to Unpaid Drawings (including, without limitation, pursuant to Sections 2.04 and 2.05) shall be determined using the Spot Exchange Rate as in effect on the date of the Issuing Lender's payment in respect of the Letter of Credit giving rise to the Unpaid Drawing.