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 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 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 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 Sections 9.08, 9.09, 9.10 or 9.11 would include periods occurring prior to the Third Restatement Effective Date, such calculation shall be adjusted on a Pro Forma Basis to give effect to --- ----- the Transaction, as if same had occurred on the first day of the respective period and (iii) in the case of any determinations of Consolidated Interest Expense, Consolidated Fixed Charges and Consolidated EBITDA for any portion of any Test Period which ends prior to the Third Restatement Effective Date, all computations determining compliance with Sections 9.08, 9.09, 9.10 and 9.11, as applicable, and all determinations of the Adjusted Senior Leverage Ratio, the Adjusted Total Leverage Ratio and the Total Leverage Ratio shall be calculated in accordance with the definition of Test Period contained herein.

Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Banks Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower RPP USA to the BanksLenders); provided that that, except as otherwise specifically -------- provided herein, all computations determining the Adjusted Total Leverage Ratio, the Total Leverage Ratio and the Adjusted Senior Leverage Ratio and 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 the preparation of, and in conformity with those used to prepare, the December 31, 1998 1999 financial statements of the Borrower delivered to the Banks Lenders pursuant to Section 7.10(b); and 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 Sections 9.08, 9.09, Section 9.09 or --- ----- 9.10 or 9.11 the determination of any of the Adjusted Total Leverage Ratio, the Total Leverage Ratio and the Adjusted Senior Leverage Ratio would include periods occurring prior to the Third Restatement Effective Initial Borrowing Date, such calculation shall be adjusted on a Pro Forma Basis to give effect to --- ----- the Transaction, Transaction as if same had --- ----- occurred on the first day of the respective period and period, (iii) in the case of any determinations of Consolidated Interest Expense, Consolidated Fixed Charges and Expense or Consolidated EBITDA for any portion of any Test Period which ends prior to the Third Restatement Effective Initial Borrowing Date, all computations determining compliance with Sections 9.08, 9.09, 9.09 or 9.10 and 9.11, as applicable, and all determinations of the Adjusted Senior Total Leverage Ratio, the Adjusted Total Senior Leverage Ratio and the Total Leverage Ratio (including as used in the definition of Applicable Commitment Fee Percentage and Applicable Margin) shall be calculated in accordance with the definition of Test Period contained hereinherein and (iv) for purposes of calculating the Applicable Commitment Fee Percentage and the Applicable Margin, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of RPP USA and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries.

Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Banks Lenders pursuant hereto shall be made and prepared in accordance with 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); provided that provided, that, except as otherwise specifically -------- provided herein, all computations determining compliance with Sections 4.02, 8.14 and 9Section 8, including definitions used therein shalltherein, in each case, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the December 31, 1998 financial statements for the fiscal quarter of the Borrower ended March 31, 2002 delivered to the Banks Lenders under, and as defined in, the First Amended and Restated Credit Agreement pursuant to Section 7.10(b7.01(b) thereof, provided that in the event GAAP shall be modified from that in effect at the time of the preparation of such financial statements, the Borrower shall be entitled to utilize GAAP, as so modified, for purposes of such computations to the extent that (x) the Borrower gives the Lenders 30 days' prior written notice of such proposed modification and (y) prior thereto the Borrower and the Majority SMA shall have agreed upon adjustments, if any, to Sections 8.03(g), 8.04(l), 8.05, 8.07 and 8.08 (and the definitions used therein), the sole purpose of which shall be to give effect to such proposed change (it being understood and agreed that to the extent that the Borrower and the Majority SMA cannot agree on appropriate adjustments to such Sections (or that no adjustments are necessary), the proposed change may not be effected); and provided further, that (i) to if at any time 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 Sections 9.08, 9.09, 9.10 or 9.11 would include periods occurring prior to the Third Restatement Effective Date, such calculation shall be adjusted on a Pro Forma Basis to give effect to --- ----- the Transaction, as if same had occurred on the first day of the respective period and (iii) in the case of any determinations of Consolidated Interest Expense, Consolidated Fixed Charges and Consolidated EBITDA for any portion of any Test Period which ends prior to the Third Restatement Effective Date, all computations determining compliance with Sections 9.08Section 8 (and the definitions used therein) utilize accounting principles different from those utilized in the financial statements furnished to the Lenders pursuant to this Agreement, 9.09such financial statements shall be accompanied by reconciliation work-sheets. Notwithstanding the foregoing, 9.10 and 9.11, as applicable, and all determinations for purposes of the Adjusted Senior Leverage Ratiocomputations determining compliance with Section 8, all expenses and other charges arising from any settlement of tobacco liability which are required by GAAP to be retroactively applied to a previous fiscal quarter of the Adjusted Total Leverage Ratio Borrower shall instead be accrued in the fiscal quarter in which such expenses and the Total Leverage Ratio shall be calculated in accordance with the definition of Test Period contained hereincharges occur.

Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Banks pursuant hereto shall be made and prepared in accordance with 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 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 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 Sections 9.08, 9.09, 9.10 or 9.11 Section 9.08 and 9.09 would include periods occurring prior to the Third Restatement Effective Date, such calculation shall be adjusted on a Pro Forma Basis to give effect to the --- ----- transactions contemplated by the Transaction, Agreement as if same had occurred on the first day of the respective period and period, (iii) in the case of any determinations of Consolidated Interest Expense, Consolidated Fixed Charges and Expense or Consolidated EBITDA for any portion of any Test Period which ends prior to the Third Restatement Effective Date, all computations determining compliance with Sections 9.08, 9.09, 9.10 9.08 and 9.11, as applicable, 9.09 and all determinations of the Adjusted Senior Leverage Ratio, the Adjusted Total Leverage Ratio and the Total Leverage Ratio shall be calculated in accordance with the definition of Test Period contained hereinherein and (iv) 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.

Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Banks pursuant hereto shall be made and prepared in accordance with 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 Banks); provided provided, that (x) fees payable pursuant to Section 8.08(iii) may be excluded in computations of Consolidated EBITDA, (y) except as otherwise specifically -------- provided herein, all computations determining compliance with Sections 4.02, 8.14 4.02 and 98, including definitions used therein shalltherein, in each case, shall utilize accounting principles and policies in effect at the time of 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(b6.10(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), the Euro Equivalent of any Alternate B Currency Loan shall be calculated on the second Business day of each calendar quarter, and (z) if at any time the computations determining compliance with Sections 4.02 and 8 utilize accounting principles different from those utilized in the financial statements furnished to the Banks, such financial statements shall be accompanied by reconciliation work-sheets; 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, and (ii) to the extent compliance with any of Sections 9.08, 9.09, 9.10 or 9.11 would include periods occurring prior to the Third Restatement Effective Date, such calculation shall be adjusted on a Pro Forma Basis to give effect to --- ----- the Transaction, as if same had occurred on the first day of the respective period and (iii) in the case of any determinations of Consolidated Interest Expense, Consolidated Fixed Charges and Consolidated EBITDA Expense for any portion of any Test Period which ends prior to the Third Restatement Effective Initial Borrowing Date, all computations determining compliance with Sections 9.08, 9.09, 9.10 and 9.11, as applicable, Section 8.10 and all determinations of the Adjusted Senior Leverage Ratio, the Adjusted Total Leverage Ratio and the Total Leverage Consolidated Interest Coverage Ratio shall be calculated in accordance with the definition of Test Period contained herein.

Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Banks Lenders pursuant hereto shall be made and prepared in accordance with GAAP accounting principles generally accepted 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 BanksLenders); provided that that, except as otherwise specifically -------- provided herein, (i) all computations determining compliance with Section 4.02, Section 8 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 audited historical financial statements referred to in Section 6.07(a), (ii) in determining Interest Expense for any period, no effect shall be given (but only to the extent not already otherwise excluded for the calculation of Interest Expense under this Agreement) to non-cash amounts recorded (or required to be recorded) in accord with FAS 133, (iii) all computations determining compliance with Sections 4.028.07 and 8.08 and the definitions of Applicable Commitment Commission Percentage and Applicable Margin shall be determined on a Pro Forma Basis, 8.14 and 9(iv) notwithstanding anything to the contrary contained herein, including definitions used therein shallall such financial statements shall be prepared, and all financial covenants contained herein or in any other Credit Document shall be calculated, in each case, utilize without giving effect to any election or requirement under FAS 159, FAS 141R and FAS 157 (or any similar accounting principles and policies in effect principle) permitting or requiring a Person to value its financial liabilities at the time of 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)fair value thereof; provided further, further that (i) in determining EBITDA for any period, no effect shall be given (but only to the extent expressly not already otherwise excluded from the calculation of EBITDA under this Agreement) (I) to FAS 106, (II) to non-cash amounts recorded (or required pursuant to be recorded) in accordance with FAS 133 or (III) to FAS 141R to the ---------------- provisions extent relating to expenses incurred in connection with business combinations as part of this Agreementa Permitted Acquisition, certain calculations shall be made on a Pro Forma --- ----- Basis, and (ii) to for purposes of calculating the extent compliance with any Applicable Commitment Commission Percentage, the Applicable Margin and all financial ratios and financial terms, the financial results of Sections 9.08, 9.09, 9.10 or 9.11 would include periods occurring prior to the Third Restatement Effective Date, such calculation Unrestricted Subsidiaries shall be adjusted on a Pro Forma Basis to give effect to --- ----- the Transaction, as if same had occurred on the first day of the respective period and (iii) in the case of any determinations of Consolidated Interest Expense, Consolidated Fixed Charges and Consolidated EBITDA for any portion of any Test Period which ends prior to the Third Restatement Effective Date, all computations determining compliance with Sections 9.08, 9.09, 9.10 and 9.11, as applicable, and all determinations of the Adjusted Senior Leverage Ratio, the Adjusted Total Leverage Ratio and the Total Leverage Ratio shall be calculated in accordance with the definition of Test Period contained hereinignored.

Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Banks Lenders pursuant hereto to Sections 8.01(a), (b) and (c) shall be made and prepared in accordance with GAAP as in effect from time to time 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 BanksLenders); provided that that, except as otherwise specifically -------- provided hereinherein (including Section 1.02(b)), (i) all computations determining compliance with Section 5.02, Article IX, 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 financial statements of Silgan and its Subsidiaries as of the fiscal quarter ending March 31, 2018; provided, however, that Silgan may elect, upon written notice to the Administrative Agent, to modify such accounting principles and policies, effective from and after the date of such election, to include the accounting standards relating to a Lease Accounting GAAP Change so long as (A) any such election must be made within sixty (60) days of the end of the fiscal quarter in which such accounting standard becomes effective for Silgan under GAAP and (B) any such election, once made, shall be irrevocable as to such accounting standard, (ii) in determining Interest Expense for any period, no effect shall be given (but only to the extent not already otherwise excluded for the calculation of Interest Expense under this Agreement) to non-cash amounts recorded (or required to be recorded) in accord with FAS 133, (iii) all computations determining compliance with Sections 4.029.07 and 9.08 and the definitions of Applicable Commitment Commission Percentage and Applicable Margin shall be determined on a Pro Forma Basis, 8.14 and 9(iv) notwithstanding anything to the contrary contained herein, including definitions used therein shallall such financial statements shall be prepared, and all financial covenants contained herein or in any other Credit Document shall be calculated, in each case, utilize without giving effect to any election or requirement under FAS 159, FAS 141R, FAS 157, FAS ASC 825 and FAS ASC 470-20 (or any similar accounting principles and policies in effect principle) permitting or requiring a Person to value its financial liabilities at the fair value thereof; provided further that (x) in determining EBITDA for any period, no effect shall be given (but only to the extent not already otherwise excluded from the calculation of EBITDA under this Agreement) (I) to FAS 106, (II) to non-cash amounts recorded (or required to be recorded) in accordance with FAS 133 or (III) to FAS 141R to the extent relating to expenses incurred in connection with business combinations as part of a Permitted Acquisition, and (y) for purposes of calculating the Applicable Commitment Commission 173 Percentage, the Applicable Margin and all financial ratios and financial terms, the financial results of Unrestricted Subsidiaries shall be ignored. If at any time any change in GAAP would materially affect the computation of any financial ratio or requirement set forth in any Credit Document and either Silgan or the Required Lenders shall so request, the Administrative Agent, the Lenders and Silgan shall enter into and diligently pursue negotiations in good faith in order to amend such ratio or requirement to equitably reflect such changes so that the criteria for evaluating Silgan’s financial condition will be the same after such changes as if such changes had not occurred (subject to the approval of 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(bRequired Lenders); provided furtherthat, 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 Sections 9.08, 9.09, 9.10 or 9.11 would include periods occurring prior to the Third Restatement Effective Dateuntil so amended, such calculation ratio or requirement shall continue to be adjusted on a Pro Forma Basis to give effect to --- ----- the Transaction, as if same had occurred on the first day of the respective period and (iii) in the case of any determinations of Consolidated Interest Expense, Consolidated Fixed Charges and Consolidated EBITDA for any portion of any Test Period which ends prior to the Third Restatement Effective Date, all computations determining compliance with Sections 9.08, 9.09, 9.10 and 9.11, as applicable, and all determinations of the Adjusted Senior Leverage Ratio, the Adjusted Total Leverage Ratio and the Total Leverage Ratio shall be calculated computed in accordance with the definition of Test Period contained hereinGAAP prior to such change therein.

Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Banks Lenders pursuant hereto shall be made and prepared in accordance with GAAP 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 BanksLenders); provided that that, (i) except as otherwise specifically -------- provided herein, all computations and all definitions (including accounting terms) used in determining the Fixed Charge Coverage Ratio and the Total Secured Leverage Ratio in determining compliance with Sections 4.02, 8.14 Section 9.13 and 9, including definitions used therein shall, in each case, Section 10 shall utilize accounting principles GAAP and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the December 31, 1998 audited financial statements of the Borrower delivered Company referred to in Section 8.05(a) for its fiscal year ended, and otherwise in effect as of, October 31, 2011, (ii) notwithstanding anything to the Banks pursuant contrary contained herein, all such financial statements shall be prepared, and all financial covenants contained herein or in any other Credit Document shall be calculated, in each case, without giving effect to Section 7.10(b(x) any election under FASB ASC 825 (or any similar accounting principle permitting a Person to value its financial liabilities at the fair value thereof); provided further, that or (iy) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof, (iii) to the extent expressly required pursuant to the ---------------- provisions of this Agreementprovided herein, certain calculations shall be made on a Pro Forma --- ----- BasisBasis and (iv) for purposes of determining compliance with Section 5.02(b) or (c) or any incurrence or expenditure tests set forth herein, amounts so incurred or expended (ii) to the extent compliance with any incurred or expended in a currency other than U.S. Dollars) shall be converted into U.S. Dollars on the basis of Sections 9.08the exchange rates (as shown for the prior day as published on Bloomberg or, 9.09if same does not provide such exchange rates, 9.10 or 9.11 would include periods occurring prior on such other basis as is reasonably satisfactory to the Third Restatement Effective DateAdministrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate U.S. Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of U.S. Dollars, such calculation all outstanding amounts originally incurred or spent in currencies other than U.S. Dollars shall be adjusted converted into U.S. Dollars on a Pro Forma Basis to give effect to --- ----- the Transactionbasis of the exchange rates (as shown for the prior day as published on Bloomberg or, as if same had occurred does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the first day of the respective period and (iii) in the case date of any determinations of Consolidated Interest Expense, Consolidated Fixed Charges and Consolidated EBITDA for new incurrence or expenditures made under any portion provision of any Test Period which ends prior to such Section that regulates the Third Restatement Effective Date, all computations determining compliance with Sections 9.08, 9.09, 9.10 and 9.11, as applicable, and all determinations of the Adjusted Senior Leverage Ratio, the Adjusted Total Leverage Ratio and the Total Leverage Ratio shall be calculated in accordance with the definition of Test Period contained hereinU.S. Dollar amount outstanding at any time).

Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Banks Administrative Agent (for the benefit of the Lenders) pursuant hereto shall be made and prepared in accordance with 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 BanksAdministrative Agent); provided that that, except as otherwise specifically -------- provided herein, all computations determining compliance with Sections 4.02, 8.14 and 9Section 8, including definitions used therein shalltherein, in each case, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the financial statements for the fiscal year of the Borrower ended December 31, 1998 financial statements of the Borrower 2006 delivered to the Banks Administrative Agent pursuant to Section 7.10(b7.01(a); , provided furtherthat in the event GAAP shall be modified from that in effect at the time of the preparation of such financial statements, that (i) the Borrower shall be entitled to utilize GAAP, as so modified, for purposes of such computations to the extent expressly required pursuant that (x) the Borrower gives the Administrative Agent 30 days’ prior written notice of such proposed modification and (y) prior thereto the Borrower and the Lead Agents shall have agreed upon adjustments, if any, to Sections 8.05, 8.07, 8.08 and 8.13 (and the ---------------- provisions definitions used therein), the sole purpose of this Agreement, certain calculations which shall be made on a Pro Forma --- ----- Basis, (ii) to the extent compliance with any of Sections 9.08, 9.09, 9.10 or 9.11 would include periods occurring prior to the Third Restatement Effective Date, such calculation shall be adjusted on a Pro Forma Basis to give effect to --- ----- the Transaction, as if same had occurred on the first day of the respective period such proposed change (it being understood and (iii) in the case of any determinations of Consolidated Interest Expense, Consolidated Fixed Charges and Consolidated EBITDA for any portion of any Test Period which ends prior agreed that to the Third Restatement Effective Dateextent that the Borrower and the Lead Agents cannot agree on appropriate adjustments to such Sections (or that no adjustments are necessary), all the proposed change may not be effected); and provided, further, that if at any time the computations determining compliance with Sections 9.08Section 8 (and the definitions used therein) utilize accounting principles different from those utilized in the financial statements furnished to the Administrative Agent pursuant to this Agreement, 9.09such financial statements shall be accompanied by reconciliation work-sheets. Notwithstanding the foregoing, 9.10 and 9.11, as applicable, and all determinations for purposes of the Adjusted Senior Leverage Ratiocomputations determining compliance with Section 8, all expenses and other charges arising from any settlement of tobacco liability which are required by GAAP to be retroactively applied to a previous fiscal quarter of the Adjusted Total Leverage Ratio Borrower shall instead be accrued in the fiscal quarter in which such expenses and the Total Leverage Ratio shall be calculated in accordance with the definition of Test Period contained hereincharges occur.

Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Banks pursuant hereto shall be made and prepared in accordance with 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 except as otherwise specifically -------- provided herein, all computations determining the Adjusted Total Leverage Ratio, the Total Leverage Ratio and the Adjusted Senior Leverage Ratio and 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 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 Sections 9.08, 9.09, Section 9.09 or 9.10 or 9.11 the determination of any of the Adjusted Total Leverage Ratio, the Total Leverage Ratio and the Adjusted Senior Leverage Ratio would include periods occurring prior to the Third Restatement Effective Initial Borrowing Date, such calculation shall be adjusted on a Pro --- Forma Basis to give effect to --- ----- the Transaction, Transaction as if same had occurred on the ----- first day of the respective period and period, (iii) in the case of any determinations of Consolidated Interest Expense, Consolidated Fixed Charges and Expense or Consolidated EBITDA for any portion of any Test Period which ends prior to the Third Restatement Effective Initial Borrowing Date, all computations determining compliance with Sections 9.08, 9.09, 9.09 or 9.10 and 9.11, as applicable, and all determinations of the Adjusted Senior Total Leverage Ratio, the Adjusted Total Senior Leverage Ratio and the Total Leverage Ratio (including as used in the definition of Applicable Margin) shall be calculated in accordance with the definition of Test Period contained hereinherein and (iv) for purposes of calculating the Applicable Margins, 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.

Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Banks Lenders pursuant hereto shall be made and prepared in accordance with GAAP 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 BanksLenders); provided that provided, that, (i) except as otherwise specifically -------- provided herein, all computations and all definitions (including accounting terms) used in determining the Total Leverage Ratio, Secured Leverage Ratio and the Fixed Charge Coverage Ratio and in determining compliance with Sections 4.02Section 9.13 and Section 10.07, 8.14 and 9, including definitions used therein shall, in each case, shall utilize accounting principles GAAP and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the December 31, 1998 audited financial statements of the Borrower delivered Company referred to in Section 8.05(a) for its Fiscal Year ended Xxxxxxxx 00, 0000, (xx) (xx) notwithstanding anything to the Banks pursuant contrary contained herein, all such financial statements shall be prepared, and all financial covenants contained herein or in any other Credit Document shall be calculated, in each case, without giving effect to Section 7.10(bany election under FASB ASC 825 (or any similar accounting principle permitting a Person to value its financial liabilities at the fair value thereof); provided further, that (iiii) (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 (iiiv) to (iv) the extent compliance with any of Sections 9.08, 9.09, 9.10 or 9.11 would include periods occurring prior to the Third Restatement Effective Date, such calculation financial covenant set forth in Section 10.07 shall be adjusted calculated on a Pro Forma Basis with respect to give effect to --- ----- any Permitted Acquisition or Significant Asset Sale occurring during the Transactionrelevant Test Period. (b) All computations of interest, as if same had occurred 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 of but excluding the respective period and (iiilast day) occurring in the case of any determinations of Consolidated Interest Expenseperiod for which such interest, Consolidated Fixed Charges and Consolidated EBITDA for any portion of any Test Period which ends prior to the Third Restatement Effective Date, all computations determining compliance with Sections 9.08, 9.09, 9.10 and 9.11, as applicable, and all determinations of the Adjusted Senior Leverage Ratio, the Adjusted Total Leverage Ratio and the Total Leverage Ratio shall be calculated in accordance with the definition of Test Period contained herein.Commitment Commission or Fees are payable. 13.08

Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Banks Lenders pursuant hereto shall be made and prepared in accordance with GAAP 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 BanksLenders); provided that that, (i) except as otherwise specifically -------- provided herein, all computations determining compliance with Sections 4.02, 8.14 accounting and 9, including definitions financial terms used therein shall, in each case, herein shall utilize generally accepted accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the December 31, 1998 2010 year-end historical financial statements of the Borrower delivered Holdings and its Subsidiaries referred to in Section 8.05(a) (“Existing GAAP”) (ii) notwithstanding anything to the Banks pursuant contrary contained herein, all such financial statements shall be prepared, and all financial covenants contained herein or in any other Credit Document shall be calculated, in each case, without giving effect to Section 7.10(b); provided furtherany election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof, that (iiii) to the extent expressly required pursuant to the ---------------- provisions of this Agreementprovided herein, certain calculations shall be made on a Pro Forma --- ----- Basis, (iiiv) to for the extent compliance with any of Sections 9.08, 9.09, 9.10 or 9.11 would include periods occurring prior to period from the Third Restatement Effective Date, such calculation shall be adjusted on a Pro Forma Basis to give effect to --- ----- Initial Borrowing Date through and including the Transaction, as if same had occurred on the first day of the respective period and (iii) in the case of any determinations of Consolidated Interest Expense, Consolidated Fixed Charges and Consolidated EBITDA for any portion of any Test Period which ends prior to the Third Restatement Effective Existing Holdings Notes Redemption Date, all computations and all definitions (including accounting terms) used in determining the Applicable Margins and the Incremental Commitment Requirements and compliance with Sections 9.082.17(a), 9.099.15, 9.10 10.03(vi), 10.03(vii), 10.04(xi), 10.05(xiv), 10.08(i)(y), 10.08(i)(z) and 9.11, as applicable, and all determinations of the Adjusted Senior Leverage Ratio, the Adjusted Total Leverage Ratio and the Total Leverage Ratio 10.07 shall be calculated as if the Existing Holdings Notes were not outstanding and as if there was no interest expense associated therewith, and (v) for the avoidance of doubt, all operating lease expense and other liabilities with respect to leases of Holdings and its Subsidiaries that would constitute operating leases under Existing GAAP shall not be included in accordance with the definition calculations of Test Period contained hereinIndebtedness, Capital Expenditures or Consolidated Interest Expense hereunder.

Calculations; Computations. (a) The financial statements to be -------------------------- be furnished to the Banks pursuant hereto shall be made and prepared in accordance with 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 Banks); provided provided, that except as otherwise specifically provided -------- 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 the preparation of, and in conformity with those used to prepare, the December 31, 1998 1997 financial statements of the U.S. 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 Sections 9.08, 9.09, Section 9.09 or 9.10 or 9.11 ----- would include periods occurring prior to the Third 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 and period, (iii) in the case of any determinations of Consolidated Interest Expense, Consolidated Fixed Charges and Expense or Consolidated EBITDA for any portion of any Test Period which ends prior to the Third Original Effective Date or the Restatement Effective Date, all computations determining compliance with Sections 9.08, 9.09, 9.09 and 9.10 and 9.11, as applicable, and all determinations of the Adjusted Senior Total Leverage Ratio, the Adjusted Total Senior Leverage Ratio and the Total Leverage Ratio shall be calculated in accordance with the definition of Test Period contained hereinherein 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.

Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Banks pursuant hereto shall be made and prepared in accordance with 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 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 the preparation of, and in conformity with those used to prepare, the December 31, 1998 1997 financial statements of the Borrower delivered to the Banks pursuant to Section 7.10(b); provided furtherPROVIDED FURTHER, that (i) to the extent expressly required pursuant to the ---------------- provisions of this Agreement, certain calculations shall be made on a Pro Forma --- ----- PRO FORMA Basis, (ii) to the extent compliance with any of Sections 9.08, 9.09, 9.10 or 9.11 would include periods occurring prior to the Third Original Effective Date, the First Restatement Effective Date or the Second Restatement Effective Date, such calculation shall be adjusted on a Pro Forma PRO FORMA Basis to give effect to --- ----- the Original Transaction, the MTI Transaction or the Transaction (other than the ASHS Acquisition and the ASHS Acquired Subsidiaries Refinancing), as the case may be, as if same had occurred on the first day of the respective period and (iii) in the case of any determinations of Consolidated Interest Expense, Expense and Consolidated Fixed Charges and Consolidated EBITDA for any portion of any Test Period which ends prior to the Third Second Restatement Effective Date or the ASHS Acquisition Date, all computations determining compliance with Sections 9.08, 9.09, 9.08 and 9.10 and 9.11, as applicable, and all determinations of the Adjusted Senior Leverage Ratio, the Adjusted Total Leverage Ratio and the Total Leverage Ratio shall be calculated in accordance with the definition of Test Period contained herein.

Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Banks Administrative Agent (for the benefit of the Lenders) pursuant hereto shall be made and prepared in accordance with 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 BanksAdministrative Agent); provided that that, except as otherwise specifically -------- provided herein, all computations determining compliance with Sections 4.02, 8.14 and 9Section 8, including definitions used therein shalltherein, in each case, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the financial statements for the fiscal year of the Borrower ended December 31, 1998 financial statements of the Borrower 2005 delivered to the Banks Administrative Agent pursuant to Section 7.10(b7.01(b); , provided furtherthat in the event GAAP shall be modified from that in effect at the time of the preparation of such financial statements, that (i) the Borrower shall be entitled to utilize GAAP, as so modified, for purposes of such computations to the extent expressly required pursuant that (x) the Borrower gives the Administrative Agent 30 days’ prior written notice of such proposed modification and (y) prior thereto the Borrower and the Lead Agents shall have agreed upon adjustments, if any, to Sections 8.05, 8.07, 8.08 and 8.13 (and the ---------------- provisions definitions used therein), the sole purpose of this Agreement, certain calculations which shall be made on a Pro Forma --- ----- Basis, (ii) to the extent compliance with any of Sections 9.08, 9.09, 9.10 or 9.11 would include periods occurring prior to the Third Restatement Effective Date, such calculation shall be adjusted on a Pro Forma Basis to give effect to --- ----- the Transaction, as if same had occurred on the first day of the respective period such proposed change (it being understood and (iii) in the case of any determinations of Consolidated Interest Expense, Consolidated Fixed Charges and Consolidated EBITDA for any portion of any Test Period which ends prior agreed that to the Third Restatement Effective Dateextent that the Borrower and the Lead Agents cannot agree on appropriate adjustments to such Sections (or that no adjustments are necessary), all the proposed change may not be effected); and provided, further, that if at any time the computations determining compliance with Sections 9.08Section 8 (and the definitions used therein) utilize accounting principles different from those utilized in the financial statements furnished to the Administrative Agent pursuant to this Agreement, 9.09such financial statements shall be accompanied by reconciliation work-sheets. Notwithstanding the foregoing, 9.10 and 9.11, as applicable, and all determinations for purposes of the Adjusted Senior Leverage Ratiocomputations determining compliance with Section 8, all expenses and other charges arising from any settlement of tobacco liability which are required by GAAP to be retroactively applied to a previous fiscal quarter of the Adjusted Total Leverage Ratio Borrower shall instead be accrued in the fiscal quarter in which such expenses and the Total Leverage Ratio shall be calculated in accordance with the definition of Test Period contained hereincharges occur.

Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Banks pursuant hereto shall be made and prepared in accordance with 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 that that, except as otherwise specifically -------- provided herein, all computations determining compliance with Sections 4.02, 8.14 and 9Section 8, including definitions used therein shalltherein, in each case, shall utilize accounting principles and policies pol- icies in effect at the time of the preparation of, and in conformity with those used to prepare, the December 31, 1998 historical financial statements of the Borrower delivered to the Banks pursuant to Section 7.10(b); 6.09, provided furtherthat in the event GAAP shall be modified from -------- that in effect at the time of the preparation of such financial statements, that (i) the Borrower shall be entitled to utilize GAAP, as so modified, for purposes of such computations to the extent expressly required pursuant that (x) the Borrower gives the Banks 30 days' prior written notice of such proposed modification and (y) prior thereto the Borrower and the Majority SMA shall have agreed upon adjustments, if any, to Sections 8.03(e), 8.04(h), 8.05, 8.07, 8.08, 8.09 and 8.10 (and the ---------------- provisions definitions used therein) the sole purpose of this Agreement, certain calculations which shall be made on a Pro Forma --- ----- Basis, (ii) to the extent compliance with any of Sections 9.08, 9.09, 9.10 or 9.11 would include periods occurring prior to the Third Restatement Effective Date, such calculation shall be adjusted on a Pro Forma Basis to give effect to --- ----- such proposed change (it being understood and agreed that to the Transactionextent that the Borrower and the Majority SMA cannot agree on appropriate adjustments to such Sections (or that no adjustments are necessary), as the proposed change may not be effected), and provided further, (i) that if same had occurred on at any time the first day of computations determining ---------------- compliance with Section 8 utilize accounting principles different from those utilized in the respective period financial statements furnished to the Banks, such financial statements shall be accompanied by reconciliation work-sheets and (iiiii) in the case event that the Indebtedness and related receivables under the Hanover Facility or under any Replacement Receivables Facility are no longer given off-balance sheet treatment, any such Indebtedness, the interest expense or discount thereon and related receivables under the Hanover Facility or any Replacement Receivables Facility shall continue to receive off-balance sheet treatment for purposes of any determinations of Consolidated Interest Expense, Consolidated Fixed Charges and Consolidated EBITDA for any portion of any Test Period which ends prior to the Third Restatement Effective Date, all computations determining compliance with Sections 9.08, 9.09, 9.10 and 9.11, as applicable, and all determinations of the Adjusted Senior Leverage Ratio, the Adjusted Total Leverage Ratio and the Total Leverage Ratio shall be calculated in accordance with the definition of Test Period contained hereinSection 8.

Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Banks pursuant hereto shall be made and prepared in accordance with GAAP 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 Banks); provided , PROVIDED that (i) except as otherwise specifically -------- provided herein, all computations of Available Basket Amount, Consolidated Cumulative 25% Net Income, the Applicable Margin and all computations determining compliance with Sections 4.02, 8.14 and 9, including definitions used therein shall, in each case, Section 9 shall utilize accounting principles 150 and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the December 31, 1998 historical financial statements of the Borrower delivered to the Banks pursuant to Section 7.10(b7.05(a) (with the foregoing generally accepted accounting principles, subject to the preceding proviso, herein called "GAAP"); provided further, that (iii) to the extent expressly required pursuant to the ---------------- provisions of this Agreement, certain calculations shall be made on a Pro Forma --- ----- PRO FORMA Basis, (iiiii) for all purposes of this Agreement, all Attributed Receivables Facility Indebtedness shall be included as Indebtedness in the consolidated financial statements of Holdings and its Subsidiaries, and shall be considered Indebtedness of a Subsidiary of Holdings hereunder, regardless of any differing treatment pursuant to generally acceptable accounting principles, (iv) for purposes of determining compliance with any incurrence 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 compliance with incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the Dollar Equivalent of such amounts as in effect on the date of such incurrence or expenditure under any provision of Sections 9.08, 9.09, 9.10 or 9.11 would include periods occurring prior any such Section that has an aggregate Dollar limitation provided for therein (and to the Third Restatement Effective Dateextent the respective incurrence test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, such calculation all outstanding amounts originally incurred or spent in currencies other than Dollars shall be adjusted converted into Dollars on the basis of the Dollar Equivalent of 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 at any time), and (v) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of Holdings and its Restricted Subsidiaries on a Pro Forma Basis to give consolidated basis shall be made without giving effect to --- ----- the Transaction, as if same had occurred on the first day of the respective period and (iii) in the case operations of any determinations of Consolidated Interest Expense, Consolidated Fixed Charges and Consolidated EBITDA for any portion of any Test Period which ends prior to the Third Restatement Effective Date, all computations determining compliance with Sections 9.08, 9.09, 9.10 and 9.11, as applicable, and all determinations of the Adjusted Senior Leverage Ratio, the Adjusted Total Leverage Ratio and the Total Leverage Ratio shall be calculated in accordance with the definition of Test Period contained hereinUnrestricted Subsidiaries.

Calculations; Computations. (a) The financial statements to be -------------------------- be furnished to the Banks pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise -141- disclosed in writing by Holdings or the Borrower Borrowers to the Banks); provided provided, 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 the preparation of, and in conformity with those used to prepare, the December 31, 1998 1996 financial statements of the Borrower SMT 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 Sections --- ----- 9.08, 9.09, 9.10 or 9.11 would include periods occurring prior to the Third Restatement Effective Initial Borrowing Date, such calculation shall be adjusted on a Pro Forma Basis to give --- ----- effect to --- ----- the Transaction, Transaction as if same had occurred on the first day of the respective period and (iii) in the case of any determinations of Consolidated Interest Expense, Expense and Consolidated Fixed Charges and Consolidated EBITDA for any portion of any Test Period which ends prior to the Third Restatement Effective Initial Borrowing Date, all computations determining compliance with Sections 9.08, 9.09, 9.08 and 9.10 and 9.11, as applicable, and all determinations of the Adjusted Senior Leverage Ratio, the Adjusted Total Leverage Ratio and the Total Leverage Ratio shall be calculated in accordance with the definition of Test Period contained herein.

Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Banks Lenders pursuant hereto shall be made and prepared in accordance with 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); provided that that, except as otherwise specifically -------- provided herein, all computations determining compliance with Sections 4.02, 8.14 and 9Section 8, including definitions used therein shalltherein, in each case, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the financial statements for the fiscal year of the Borrower ended December 31, 1998 financial statements of the Borrower 2003 delivered to the Banks Lenders pursuant to Section 7.10(b7.01(b); , provided furtherthat in the event GAAP shall be modified from that in effect at the time of the preparation of such financial statements, that (i) Parent shall be entitled to utilize GAAP, as so modified, for purposes of such computations to the extent expressly required pursuant that (x) Parent gives the Lenders 30 days' prior written notice of such proposed modification and (y) prior thereto the Borrower and the Majority SMA shall have agreed upon adjustments, if any, to Sections 8.03(o), 8.04(m), 8.05, 8.07 and 8.08 (and the ---------------- provisions definitions used therein), the sole purpose of this Agreement, certain calculations which shall be made on a Pro Forma --- ----- Basis, (ii) to the extent compliance with any of Sections 9.08, 9.09, 9.10 or 9.11 would include periods occurring prior to the Third Restatement Effective Date, such calculation shall be adjusted on a Pro Forma Basis to give effect to --- ----- the Transaction, as if same had occurred on the first day of the respective period such proposed change (it being understood and (iii) in the case of any determinations of Consolidated Interest Expense, Consolidated Fixed Charges and Consolidated EBITDA for any portion of any Test Period which ends prior agreed that to the Third Restatement Effective Dateextent that Parent and the Majority SMA cannot agree on appropriate adjustments to such Sections (or that no adjustments are necessary), all the proposed change may not be effected); and provided, further, that if at any time the computations determining compliance with Sections 9.08Section 8 (and the definitions used therein) utilize accounting principles different from those utilized in the financial statements furnished to the Lenders pursuant to this Agreement, 9.09such financial statements shall be accompanied by reconciliation work-sheets. Notwithstanding the foregoing, 9.10 and 9.11, as applicable, and all determinations for purposes of the Adjusted Senior Leverage Ratiocomputations determining compliance with Section 8, all expenses and other charges arising from any settlement of tobacco liability which are required by GAAP to be retroactively applied to a previous fiscal quarter of the Adjusted Total Leverage Ratio Borrower shall instead be accrued in the fiscal quarter in which such expenses and the Total Leverage Ratio shall be calculated in accordance with the definition of Test Period contained hereincharges occur.

Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Banks pursuant hereto shall be made and prepared in accordance with 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 Banks); provided provided, that (x) fees payable -------- pursuant to Section 8.08(iii) may be excluded in computations of Consolidated EBITDA, (y) except as otherwise specifically -------- provided herein, all computations determining compliance with Sections 4.02, 8.14 4.02 and 98, including definitions used therein shalltherein, in each case, shall utilize accounting principles and policies in effect at the time of 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(b6.10(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), the Euro Equivalent of any Alternate B Currency Loan shall be calculated on the second Business day of each calendar quarter, and (z) if at any time the computations determining compliance with Sections 4.02 and 8 utilize accounting principles different from those utilized in the financial statements furnished to the Banks, such financial statements shall be accompanied by reconciliation work-sheets; 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, and (ii) to the extent compliance with any of Sections 9.08, 9.09, 9.10 or 9.11 would include periods occurring prior to the Third Restatement Effective Date, such calculation shall be adjusted on a Pro Forma Basis to give effect to --- ----- the Transaction, as if same had occurred on the first day of the respective period and (iii) in the case of any determinations of Consolidated Interest Expense, Consolidated Fixed Charges and Consolidated EBITDA Expense for any portion of any Test Period which ends prior to the Third Restatement Effective Initial Borrowing Date, all computations determining compliance with Sections 9.08, 9.09, 9.10 and 9.11, as applicable, Section 8.10 and all determinations of the Adjusted Senior Leverage Ratio, the Adjusted Total Leverage Ratio and the Total Leverage Consolidated Interest Coverage Ratio shall be calculated in accordance with the definition of Test Period contained herein.