oblige any Finance Party to disclose any information relating to its affairs (Tax or otherwise) or any computation in respect of Tax.

Eligibility Year of Service means an eligibility computation period during which the employee completes at least 1,000 hours of service with the employer.

incurred or reduction suffered, which amounts shall be determined by Lender in its sole but reasonable judgment, after good faith and reasonable computation.

"Hour of Service" means # each hour for which an Employee is directly or indirectly compensated or entitled to Compensation by the Employer for the performance of duties during the applicable computation period (these hours will be credited to the Employee for the computation period in which the duties are performed); # each hour for which an Employee is directly or indirectly compensa ted or entitled to Compensation by the Employer (irrespective of whether the employment relationship has terminated) for reasons other than performance of duties (such as vacation, holidays, sickness, incapacity (including disability), jury duty, lay-off, military duty or leave of absence) during the applicable computation period (these hours will be calculated and credited pursuant to Department of Labor Regulation

A number of years equal to the number of Years of Service credited to the Employee before the computation period during which the amendment occurs; and

Computation of Income, Gain, Loss and Deduction Items. For purposes of computing the amount of any item of the Company income, gain, loss or deduction to be allocated pursuant to Article IV and to be reflected in the Capital Accounts, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for U.S.federal income Tax purposes (including any method of depreciation, cost recovery or amortization used for this purpose); provided that:

Sales or other commercial dispositions of Licensed Products between or among Related Parties shall be excluded from the computation of Net Sales if such sales are not intended for end use. Licensed Products provided to Third Parties without charge, in connection with research and development, clinical trials, compassionate use, humanitarian and charitable donations or indigent programs for use as samples shall be excluded from the computation of Net Sales and no payments will be payable on such dispositions.

“EBITDA” shall mean, as to any Person, with respect to any period, an amount equal to: # the Consolidated Net Income of such Person and its Subsidiaries for such period, plus # depreciation and amortization plus # Interest Expense and non-operating income or expense for such period (to the extent deducted in the computation of Consolidated Net Income of such Person), plus # the Provision for Taxes for Federal and State income taxes for such period (to the extent deducted in the computation of Consolidated Net Income of such Person), plus # all charges with respect to the Michigan Corporate Income Tax as levied by the Michigan Department of Treasury or any replacement taxes thereof for such period (to the extent deducted in the computation of Consolidated Net Income for such Person), plus # other cash and non-cash charges associated with restructuring and exit costs, asset impairments, and other items detailed as non-GAAP adjustments as reported in a Form 10-K or a Form 10-Q of Parent filed with the Securities and Exchange Commission for such period (to the extent deducted in the computation of Consolidated Net Income of such Person), minus # non-recurring gains or income similarly reported as non-GAAP adjustments in a Form 10-K or a Form 10-Q.

If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower

Any dispute between the parties with respect to any computation or amount in a Monthly Accounting Report or the Terminal Accounting Report shall be resolved in accordance with the terms of [Section 13.03].