Common use of Calculations; Computations Clause in Contracts

Calculations; Computations. (a) The financial statements to be furnished to the 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 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, 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, shall utilize accounting principles and policies in conformity with those used to prepare the financial statements of the Borrower for the fiscal year ended March 31, 2001 delivered to the Banks pursuant to Section 7.05(a) (with the foregoing generally accepted accounting principles, subject to the preceding proviso, herein called "GAAP"); provided further that until the Spinoff Guarantor Release Event all computations of Excess Cash Flow and all computations determining compliance with Sections 9.08 through 9.10 inclusive shall be calculated as if the Spinoff Guarantor is a Consolidated Subsidiary. (b) All computations of interest, 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 (determined in accordance with the terms hereof) occurring in the period for which such interest, Commitment Commission or Fees are payable (except for interest payable in respect of Base Rate Loans based on the Prime Lending Rate, which shall be computed on the basis of a 365/66 day year).

Calculations; Computations. (a) The financial statements to be furnished to the Banks pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in GAAP or SAP, as the United States case may be, 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 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 thatIn addition, except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with Sections 9.08 through 9.10Section 7, inclusiveincluding definitions used therein, shall utilize accounting principles and policies in conformity effect from time to time; provided that (i) if any such accounting principle or policy (whether GAAP or SAP or both) shall change after the Effective Date, the Borrower shall give reasonable notice thereof to the Administrative Agent and each of the Banks and if within 30 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 11.13 to give effect to such change, and (ii) if at any time the computations determining compliance with Section 7 utilize accounting principles different from those used to prepare utilized in the financial statements of the Borrower for the fiscal year ended March 31, 2001 delivered then being furnished to the Banks pursuant to Section 7.05(a) (with the foregoing generally accepted accounting principles6.01, subject to the preceding proviso, herein called "GAAP"); provided further that until the Spinoff Guarantor Release Event all computations of Excess Cash Flow and all computations determining compliance with Sections 9.08 through 9.10 inclusive such financial statements shall be calculated as if the Spinoff Guarantor is a Consolidated Subsidiaryaccompanied by reconciliation work-sheets. (b) All computations of interest, Commitment Commission interest on Eurodollar Loans and Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days for days. (c) All computations of interest on Base Rate Loans hereunder shall be made on the actual number of days (including the first day but excluding the last day (determined in accordance with the terms hereof) occurring in the period for which such interest, Commitment Commission or Fees are payable (except for interest payable in respect elapsed over a year of Base Rate Loans based on the Prime Lending Rate, which shall be computed on the basis of a 365/66 day year)365/366 days.

Calculations; Computations. (a) The financial statements to be furnished to the Banks 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 BanksLenders) (with the foregoing generally accepted accounting principles herein called "GAAP"); 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 of the Borrower for the fiscal year ended March 31, 2001 first delivered to the Banks Lenders pursuant to Section 7.05(a), (ii) (with for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the foregoing generally accepted accounting principles, subject operations of the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the preceding provisooperations of any Unrestricted Subsidiaries and (iii) to the extent expressly required pursuant to the provisions of this Agreement, herein called "GAAP"); provided further that until the Spinoff Guarantor Release Event all computations of Excess Cash Flow and all computations determining compliance with Sections 9.08 through 9.10 inclusive certain calculations shall be calculated as if the Spinoff Guarantor is made on a Consolidated SubsidiaryPro Forma Basis. (b) All computations of interestinterest 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 (determined in accordance with the terms hereofday) occurring in the period for which such interest, Commitment Commission or Fees are payable (except for payable. All computations of interest payable in respect of on Base Rate Loans based on the Prime Lending Rate, which shall be computed made on the basis of a 365/66 year of 365 or 366 days, as the case may be, for the actual number of days (including the first day year)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 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 Banks; it being understood and agreed that notes may be absent in the interim financial statements); 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 thatIn addition, 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, 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 financial statements Effective Date, the Borrower shall give prompt notice thereof to the Administrative Agent and each of the Borrower for Banks and if within 90 days following such notice the fiscal year ended March 31Borrower, 2001 delivered the Administrative Agent or the Required Banks shall elect by giving written notice of such election to the Banks 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(a14.12 to give effect to such change. Notwithstanding the foregoing, (i) (with the foregoing generally accepted accounting principles, subject to the preceding provisoextent expressly required pursuant to the provisions of this Agreement, herein called "GAAP"); provided further that until certain calculations shall be made on a Pro Forma Basis, and (ii) in the Spinoff Guarantor Release Event all computations case of Excess any determinations of Consolidated Cash Flow and Interest Expense for any portion of any Test Period which ends prior to June 30, 2005, all computations determining compliance with Sections 9.08 through Section 9.10 inclusive shall be calculated as if in accordance with the Spinoff Guarantor is a Consolidated Subsidiarydefinition of Test Period contained herein. (b) All computations of interest, Commitment Commission interest and Fees hereunder shall be made on the basis of a year of 360 days (365-366 days in the case of interest on Base Rate Loans maintained at the Prime Lending Rate) for the actual number of days (including the first day but excluding the last day (determined in accordance with the terms hereofday) occurring in the period for which such interest, Commitment Commission interest or Fees are payable (except for interest payable in respect of Base Rate Loans based on the Prime Lending Rate, which shall be computed on the basis of a 365/66 day year)payable.

Calculations; Computations. (a) The financial statements to be -------------------------- furnished to the 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 Banks); provided 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, 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, 1997 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 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 Effective Date, all computations determining compliance with Sections 9.08 through 9.10and 9.09 and all determinations of 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, inclusiveall covenants and related definitions, shall utilize accounting principles and policies in conformity with those used to prepare all such calculations based on the financial statements operations of the Borrower for the fiscal year ended March 31, 2001 delivered and its Subsidiaries on a consolidated basis shall be made without giving effect to the Banks pursuant to Section 7.05(a) (with the foregoing generally accepted accounting principles, subject to the preceding proviso, herein called "GAAP"); provided further that until the Spinoff Guarantor Release Event all computations operations of Excess Cash Flow and all computations determining compliance with Sections 9.08 through 9.10 inclusive shall be calculated as if the Spinoff Guarantor is a Consolidated Subsidiaryany Unrestricted Subsidiaries. (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, Commitment Commission interest 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 (determined in accordance with the terms hereof) occurring in the period for which such interest, Commitment Commission or Fees are payable (except for interest payable in respect of Base Rate Loans based on the Prime Lending Rate, which shall be computed on the basis of a 365/66 day year)days.

Calculations; Computations. (a) The financial statements to be furnished to the 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 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, 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, 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 for ended after the fiscal year ended March 31, 2001 Initial Borrowing Date pursuant to Section 8.01(c) of the Original Credit Agreement (which annual financial statements shall be generally consistent with the historical financial statements delivered to the Banks pursuant to Section 7.05(a), except as regards to inter-company transactions between the Borrower and NSC) (with the foregoing generally accepted accounting principles, subject to the preceding proviso, herein called "GAAP"); provided further that until . Notwithstanding anything to the Spinoff Guarantor Release Event all computations of Excess Cash Flow and contrary contained herein, all computations determining compliance with Sections 9.08 through 9.10 inclusive 9.10, inclusive, including definitions used therein, shall be calculated treat Unrestricted Subsidiaries as if the Spinoff Guarantor is a Consolidated Subsidiary.same did not exist. 144 (b) All computations of interest, 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 (determined in accordance with the terms hereofday) occurring in the period for which such interest, Commitment Commission or Fees are payable (except for interest payable in respect of Base Rate Loans based on the Prime Lending Rate, which shall be computed on the basis of a 365/66 day year)payable.

Calculations; Computations. (a) The financial statements to be furnished to the 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 Silgan to the 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, except as otherwise specifically provided herein, all computations of Excess Cash Flow and (i) all computations determining compliance with Sections 9.08 through 9.10Section 4.02, inclusive, Section 8 and the definitions of Applicable Commitment Commission Percentage and Interest Reduction Discount shall utilize accounting principles and policies in conformity with those used to prepare the audited historical financial statements of the Borrower for the fiscal year ended March 31, 2001 delivered to the Banks pursuant to Section 7.05(a6.07(a) and (with the foregoing generally accepted accounting principles, subject to the preceding proviso, herein called "GAAP"); provided further that until the Spinoff Guarantor Release Event all computations of Excess Cash Flow and ii) all computations determining compliance with Sections 9.08 through 9.10 inclusive 8.08 and 8.09 and the definitions of Applicable Commitment Commission Percentage and Interest Reduction Discount shall be calculated as if determined on a Pro Forma Basis; provided further, that in determining EBITDA for any period, no effect shall be given (but only to the Spinoff Guarantor extent not already otherwise excluded from the calculation of EBITDA under this Agreement) (I) to FAS 106, (II) to any unusual charges to the extent that cash is a Consolidated Subsidiarynot expended during such period or (III) to any premiums paid during such period in connection with Silgan's refinancing of its 11-3/4% Senior Subordinated Notes due 2002 or in connection with any future Refinancing of the Subordinated Exchange Debentures. (b) All computations of interest, Commitment Commission and other 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 (determined in accordance with the terms hereof) occurring in the period for which such interest, Commitment Commission or Fees are payable (except for interest payable in respect of Base Rate Loans based on the Prime Lending Rate, which shall be computed on the basis of a 365/66 day year)days.

Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the 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 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, 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, inclusive shall utilize accounting principles and policies in conformity with those used to prepare the historical financial statements referred to in Section 7.05(a). Notwithstanding anything to the contrary contained in this Agreement, 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 fiscal year ended March 31, 2001 delivered to the Banks pursuant to Section 7.05(a) (purposes of calculating compliance with the foregoing generally accepted accounting principles, subject to the preceding proviso, herein called "GAAP"); provided further that until the Spinoff Guarantor Release Event all computations of Excess Cash Flow and all computations determining compliance with financial covenants contained in Sections 9.08 through 9.10 inclusive shall be calculated 9.12, inclusive, as if well as for purposes of determining Excess Cash Flow, the Spinoff Guarantor is a Consolidated SubsidiaryApplicable Margin and the Applicable Commitment Commission Percentage. (b) All computations of interest, 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 (determined in accordance with the terms hereofday) occurring in the period for which such interest, Commitment Commission or other Fees are payable (except for interest payable in respect of Base Rate Loans based on the Prime Lending Rate, which shall be computed on the basis of a 365/66 day year)payable.

Calculations; Computations. (a) The financial statements to be furnished to the Banks 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 BanksLenders and except, in the case of interim financial statements, for normal year-end adjustments); 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, except as otherwise specifically provided herein, all computations determining the Borrower's compliance with Section 9 and the definition of Excess Cash Flow Applicable Margin and all computations determining compliance with Sections 9.08 through 9.10, inclusive, 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 historical financial statements of the Borrower for the fiscal year ended March 31, 2001 delivered to the Banks pursuant to described in Section 7.05(a) (with the foregoing generally accepted accounting principles, subject to the preceding proviso, herein called "GAAP"); and provided further that until (i) the Spinoff Guarantor Release Event all computations of Excess Cash Flow financial covenants set forth in Sections 8.11 and all computations determining compliance with Sections 9.08 through 9.10 inclusive 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) shall assume that the Borrower owns 100% of the Equity Interests in the Co-Borrower if formed as long as the Spinoff Guarantor is a Consolidated Subsidiaryrequirements of Section 8.04(b) continue to be satisfied with respect to the Co-Borrower. (b) All computations of interest, Commitment Commission interest 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, except in the case of Letters of Credit Fees and Facing Fees, the last day (determined in accordance with the terms hereofshall be included) occurring in the period for which such interest, Commitment Commission interest or Fees are payable (except for payable; provided that all computations of interest payable in respect of on Base Rate Loans determined by reference to the Prime Lending Rate shall be based on the Prime Lending Rateactual number of days elapsed over a year of 365 days (or 366 days, which shall be computed on as the basis of a 365/66 day yearcase maybe).

Calculations; Computations. (a) The financial statements to be furnished to the Banks 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 BanksLenders) (with the foregoing generally accepted accounting principles herein called "GAAP"); 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 10.08 through 9.1010.10, inclusive, and the determination of Applicable Margin 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 8.05(a), (ii) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of the Borrower for the fiscal year ended March 31, 2001 delivered and its Subsidiaries on a consolidated basis shall be made without giving effect to the Banks operations of any Unrestricted Subsidiaries and (iii) to the extent expressly required pursuant to Section 7.05(a) (with the foregoing generally accepted accounting principlesprovisions of this Agreement, subject to the preceding proviso, herein called "GAAP"); provided further that until the Spinoff Guarantor Release Event all computations of Excess Cash Flow and all computations determining compliance with Sections 9.08 through 9.10 inclusive certain calculations shall be calculated as if the Spinoff Guarantor is made on a Consolidated SubsidiaryPro Forma Basis. (b) All computations of interestinterest 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 (determined in accordance with the terms hereofday) occurring in the period for which such interest, Commitment Commission or Fees are payable (except for payable. All computations of interest payable in respect of on Base Rate Loans based on the Prime Lending Rate, which shall be computed made on the basis of a 365/66 year of 365 or 366 days, as the case may be, for the actual number of days (including the first day year)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 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 Banks); provided that Statements 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 Financial Accounting Standards Nos. 141 Applicable Commitment 148 Commission Percentage and 142 Applicable Margin shall be deemed to be in effect include the consolidated Indebtedness (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 the Effective Dateeach 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 definitions of Applicable Commitment Commission Percentage and Applicable Margin shall utilize accounting principles and policies in conformity with those used to prepare the historical financial statements of the Borrower for the fiscal year ended March 31, 2001 delivered to the Banks pursuant to Section 7.05(a6.05(a) and (ii) all computations determining compliance with Sections 8.08 and 8.09 and the definitions of Applicable Commitment Commission Percentage and Applicable Margin shall be determined on a Pro Forma Basis (with the foregoing generally accepted accounting principles, subject to the preceding proviso, herein called "GAAP"); provided further that until the Spinoff Guarantor Release Event all computations of Excess Cash Flow and all computations determining compliance with Sections 9.08 through 9.10 inclusive shall be calculated as if the Spinoff Guarantor is a Consolidated Subsidiary. (b) All computations of interest, 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 (determined in accordance with the terms hereofday) occurring in the period for which such interest, Commitment Commission or Fees are payable (except for interest payable in respect of Base Rate Loans based on the Prime Lending Rate, which shall be computed on the basis of a 365/66 day year)payable.

Calculations; Computations. (a) The financial statements to be furnished to the 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 Banks); provided that Statements that, (i) as provided in the definition of Financial Accounting Standards Nos. 141 Subsidiary, Unrestricted Subsidiaries shall not be included for any purposes of this Agreement (including the computations and 142 shall be deemed to be calculations described in effect the immediately succeeding clause (ii)) as Subsidiaries of the Effective Date; provided further thatCompany, (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, shall utilize accounting principles and policies in conformity with those used to prepare the historical pro forma financial statements of the Borrower for the fiscal year ended March 31, 2001 delivered to the Banks pursuant to Section 7.05(a8.05(a) and (with the foregoing generally accepted accounting principles, subject to the preceding proviso, herein called "GAAP"); provided further that until the Spinoff Guarantor Release Event all computations iii) for purposes of Excess Cash Flow and all computations determining compliance with Sections 9.08 through 9.10 inclusive 10.10 and 11.12 only, Adjusted Consolidated EBITDA of the Company or the Unrestricted Subsidiaries, as the case may be, shall be calculated determined giving pro forma effect to sales and acquisitions of Hotel Properties and Acquired Businesses on the same basis as if is provided in clause (v) of the Spinoff Guarantor is a Consolidated Subsidiarydefinition of Pro Forma Basis contained herein. (b) All computations of interest, 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 (determined in accordance with the terms hereofday) occurring in the period for which such interest, Commitment Commission or Fees are payable (except for interest payable in respect of Base Rate Loans based on the Prime Lending Rate, which shall be computed on the basis of a 365/66 day year)payable.

Calculations; Computations. (a) The financial statements to be furnished to the Banks 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 BanksLenders to the extent, in each case, permitted by the terms of this Agreement); 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, 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, inclusive10.07 and 10.08, shall utilize generally accepted accounting principles and policies in conformity with with, and consistent with, those used to prepare the historical audited consolidated financial statements of the Borrower for the fiscal year ended March 31, 2001 delivered Parent and its Subsidiaries referred to in Section 8.05(a). Notwithstanding anything to the Banks contrary in this Agreement or in any other Credit Document, for purposes of calculations and covenants made pursuant to Section 7.05(a) (the terms of this Agreement or any other Credit Document, GAAP will be deemed to treat leases that would have been classified as operating leases in accordance with the foregoing generally accepted accounting principlesprinciples in the United States as in effect on December 31, subject to 2013 in a manner consistent with the preceding provisotreatment of such leases under generally accepted accounting principles in the United States as in effect on December 31, herein called "GAAP"); provided further 2013, notwithstanding any modifications or interpretive changes thereto that until the Spinoff Guarantor Release Event all computations of Excess Cash Flow and all computations determining compliance with Sections 9.08 through 9.10 inclusive shall be calculated as if the Spinoff Guarantor is a Consolidated Subsidiarymay occur thereafter. (b) All computations of interest, 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 (determined in accordance with the terms hereofshall be included) occurring in the period for which such interest, Commitment Commission or other Fees are payable (except for interest payable in respect of Base Rate Loans based on the Prime Lending Rate, which shall be computed on the basis of a 365/66 day year)payable.

Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Banks 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 BanksLenders); 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 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, shall utilize generally accepted accounting principles and policies in conformity with those used to prepare the historical financial statements of the Borrower for the fiscal year ended March 31referred to in Section 7.05(a), 2001 delivered (ii) to the Banks extent expressly provided herein, certain calculations shall be made on a Pro Forma --- ----- 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 Section 7.05(a) (with the foregoing generally accepted accounting principles, subject to the preceding proviso, herein called "GAAP"); provided further that until the Spinoff Guarantor Release Event all computations of Excess Cash Flow and all computations determining compliance with Sections 9.08 through 9.10 inclusive shall be calculated as if the Spinoff Guarantor is a Consolidated Subsidiary. (b) All computations of interest, 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 (determined in accordance with the terms hereofshall be included) occurring in the period for which such interest, Commitment Commission or Fees are payable payable. (except c) Notwithstanding anything to the contrary contained in clause (a) of this Section 13.07, (i) for interest payable purposes of determining compliance with any incurrence tests set forth in respect of Base Rate Loans based on 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 Prime Lending Rate, which extent incurred or expended in a currency other than Dollars) shall be computed 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 365/66 day yearcurrency other than Dollars shall be converted into 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 expended) at any time). (d) Except as provided in Section 13.07(e), for purposes of this Agreement, the Dollar Equivalent of 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. (e) For the 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 on which the 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 Dollar Equivalent in effect from time to time during the term of any such Letter of Credit as determined by the provisions of Section 13.07(d).

Calculations; Computations. (a) The financial statements to be furnished to the 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 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, 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, 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 for ended after the fiscal year ended March 31, 2001 Initial Borrowing Date pursuant to Section 8.01(c) (which annual financial statements shall be generally consistent with the historical financial statements delivered to the Banks pursuant to Section 7.05(a), except as regards to inter-company transactions between the Borrower and NSC) (with the foregoing generally accepted accounting principles, subject to the preceding proviso, herein called "GAAP"); provided further that until . Notwithstanding anything to the Spinoff Guarantor Release Event all computations of Excess Cash Flow and contrary contained herein, all computations determining compliance with Sections 9.08 through 9.10 inclusive 9.10, inclusive, including definitions used therein, shall be calculated treat Unrestricted Subsidiaries as if the Spinoff Guarantor is a Consolidated Subsidiarysame did not exist. (b) All computations of interest, 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 (determined in accordance with the terms hereofday) occurring in the period for which such interest, Commitment Commission or Fees are payable (except for interest payable in respect of Base Rate Loans based on the Prime Lending Rate, which shall be computed on the basis of a 365/66 day year)payable.

Calculations; Computations. (a) The financial statements to be furnished to the Banks 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 Banksthereto); 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 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, shall utilize generally accepted accounting principles and policies in conformity with those used to prepare the audited financial statements of the Borrower Holdings referred to in Section 7.05(a)(i) for the fiscal year of Holdings ended March 31September 25, 2001 delivered 2005 and (ii) to the Banks pursuant to Section 7.05(a) (with the foregoing generally accepted accounting principlesextent expressly provided herein, subject to the preceding proviso, herein called "GAAP"); provided further that until the Spinoff Guarantor Release Event all computations of Excess Cash Flow and all computations determining compliance with Sections 9.08 through 9.10 inclusive certain calculations shall be calculated as if the Spinoff Guarantor is made on a Consolidated SubsidiaryPro forma Basis. (b) All computations of interestinterest (other than interest based on the 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 (determined in accordance with the terms hereofshall be included) occurring in the period for which such interest, Commitment Commission or Fees are payable (except for payable. All computations of interest payable in respect of Base Rate Loans based on the Canadian Prime Lending Rate, which Rate shall be computed based on a year of 365 days. (c) For purposes of the Interest Act (Canada), (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 in the 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 does 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 basis 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 365/66 day year)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 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 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 9.03 through 9.109.05, inclusive, and Sections 9.07 through 9.09, inclusive, shall utilize accounting principles and policies in conformity with those used to prepare the historical financial statements of the Borrower for the fiscal year ended March 31, 2001 delivered to the 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 foregoing 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 Sections 9.07, 9.08 and 9.09 and (iii) 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 Agreement even though (x) HNOIC, ▇▇▇▇▇▇'▇ 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 principlesprinciples would require otherwise, subject to the preceding provisobut shall, herein called "GAAP"); provided further that until the Spinoff Guarantor Release Event all computations of Excess Cash Flow and all computations determining compliance with Sections 9.08 through 9.10 inclusive shall in each case instead be calculated treated as if the Spinoff Guarantor is a Consolidated Subsidiaryan equity investment by Parent. (b) All computations of interest, 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 (determined in accordance with the terms hereofday) occurring in the period for which such interest, Commitment Commission or other Fees are payable (except for interest payable in respect of Base Rate Loans based on the Prime Lending Rate, which shall be computed on the basis of a 365/66 day year)payable.

Calculations; Computations. (a) The financial statements to be furnished to the Banks 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 BanksLenders to the extent, in each case, permitted by the terms of this Agreement); 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, 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, inclusive10.07 and 10.08, shall utilize generally accepted accounting principles and policies in conformity with with, and consistent with, those used to prepare the historical audited consolidated financial statements of the Borrower for the fiscal year ended March 31, 2001 delivered Parent and its Subsidiaries referred to in Section 8.05(a). Notwithstanding anything to the Banks contrary in this Agreement or in any other Credit Document, for purposes of calculations and covenants made pursuant to Section 7.05(a) (the terms of this Agreement or any other Credit Document, GAAP will be deemed to treat leases that would have been classified as operating leases in accordance with the foregoing generally accepted accounting principlesprinciples in the United States as in effect on December 31, subject to 2013 in a manner consistent with the preceding provisotreatment of such leases under generally accepted accounting principles in the United States as in effect on December 31, herein called "GAAP"); provided further 2013, notwithstanding any modifications or interpretive changes thereto that until the Spinoff Guarantor Release Event all computations of Excess Cash Flow and all computations determining compliance with Sections 9.08 through 9.10 inclusive shall be calculated as if the Spinoff Guarantor is a Consolidated Subsidiary.may occur thereafter. 107 (b) All computations of interest, 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 (determined in accordance with the terms hereofshall be included) occurring in the period for which such interest, Commitment Commission or other Fees are payable (except for interest payable in respect of Base Rate Loans based on the Prime Lending Rate, which shall be computed on the basis of a 365/66 day year)payable.

Calculations; Computations. (a) The financial statements to be furnished to the Banks 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 BanksLenders) (“GAAP”); 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, except as otherwise specifically provided herein, all computations compu­tations of Excess Cash Flow Flow, Consolidated Cash Interest Expense, Consolidated Debt, Consolidated Debt/Total Capitalization Ratio, Consolidated EBIT, Consolidated EBITDA, Consolidated Interest Coverage Ratio, Consolidated Leverage Ratio, Consolidated Net Income, Consolidated Net Worth, Consolidated Senior Debt and Consolidated Senior Leverage Ratio (in each case including component defined terms) and all computations determining compliance with Sections 9.08 through 9.10and 9.09, inclusive, shall utilize accounting principles and policies in conformity with those used to prepare the historical financial statements of the Borrower for the fiscal year ended March 31, 2001 delivered referred to the Banks pursuant to Section in Sec­tion 7.05(a) (with the foregoing generally accepted accounting principles, subject to the preceding proviso, herein called "GAAP"); provided further that until the Spinoff Guarantor Release Event all computations of Excess Cash Flow and all computations determining compliance with Sections 9.08 through 9.10 inclusive shall be calculated as if the Spinoff Guarantor is a Consolidated Subsidiary. (b) All computations of interest, 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 (determined in accordance with the terms hereofi) occurring in the period for which such interest, Commitment Commission or Fees are payable (except for interest payable in respect case of Base Rate Loans based on the Prime Lending Rate, which shall be computed on the basis actual number of days elapsed over a 365/66 year of 365 or 366 days, as the case may be, and (ii) in all other cases, on the actual number of days over a year of 360 days (in each case includ­ing the first day yearbut excluding the last day).

Calculations; Computations. (a) The financial statements to be furnished to the Banks 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 BanksLenders); 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, (x) except as otherwise specifically provided herein, all computations of Excess Cash Flow determining Applicable Margins and all computations determining compliance with Sections 9.08 through 9.10, inclusive, Section 9 shall utilize accounting principles principles, policies and policies practices in conformity with 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 for the fiscal year ended March 31, 2001 and its Subsidiaries delivered to the Banks Lenders pursuant to Section Sections 7.05(a) and (b) prior to the Initial Borrowing Date (with the foregoing generally accepted accounting principles, subject to the preceding proviso, principles herein called "GAAP"); ) and (ii) only to the extent expressly provided further that until the Spinoff Guarantor Release Event all computations herein, certain calculations for purposes of Excess Cash Flow determining Applicable Margins and all computations determining compliance with Sections 9.08 through 9.10 inclusive Section 9 shall be calculated as if the Spinoff Guarantor is made on a Consolidated SubsidiaryPro Forma Basis. (b) All computations of interestinterest 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 (determined in accordance with the terms hereofday) occurring in the period for which such interest, Commitment Commission or Fees are payable (except for payable. All computations of interest payable in respect of on Base -114- 121 Rate Loans based on the Prime Lending Rate, which shall be computed made on the basis of a 365/66 year of 365 or 366 days, as the case may be, for the actual number of days (including the first day year)but excluding the last day) occurring in the period for which such interest is payable.