Common use of Currency Equivalents Generally Clause in Contracts

Currency Equivalents Generally. (a) For purposes of any determination under any provision of this Agreement requiring the use of a current exchange rate, all amounts incurred or proposed to be incurred in currencies other than Dollars shall be translated into Dollars at currency exchange rates then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with respect to the amount of any Debt, Investment, Disposition, Distribution or payment of Junior Debt in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debt, if such Debt is incurred to Refinance other Debt denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt does not exceed the principal amount of such Debt being Refinanced, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 shall otherwise apply to such Sections, including with respect to determining whether any Debt or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage Ratio, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered Section 6.2

Appears in 9 contracts

Samples: Credit Agreement (ProFrac Holding Corp.), Intercreditor Agreement (ProFrac Holding Corp.), Term Loan Credit Agreement (ProFrac Holding Corp.)

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Currency Equivalents Generally. (a) For purposes of any determination under Xxxxxxx 0, Xxxxxxx 00 (xxxxx than Section 10.11) or Section 11 or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with Section 10 with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred or Disposition, Distribution of Restricted Payment or payment of Junior Debt under Section 10.7 is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed or first incurred (whichever yields the lower Dollar equivalent), in the case of revolving credit debt (provided that if such Debt Indebtedness is incurred to Refinance refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such DollarU.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt Indebtedness does not exceed (i) the principal amount of such Debt Indebtedness being RefinancedRefinanced plus (ii) the aggregate amount of fees, except by an amount equal to the accrued interest underwriting discounts, premiums (including tender premiums) and premium thereon plus other amounts paid and fees costs and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder refinancing) and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.8 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred or Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage RatioSection 10.11, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered financial statements pursuant to Section 6.29.1(a) or (b).

Appears in 8 contracts

Samples: Credit Agreement (Vine Resources Inc.), Credit Agreement (Vine Energy Inc.), Credit Agreement (Vine Resources Inc.)

Currency Equivalents Generally. (a) For purposes of any determination under Xxxxxxx 0, Xxxxxxx 00 (xxxxx than Section 10.11) or Section 11 or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with Section 10 with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Dividend or payment of Junior Debt under Section 10.7 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred or Disposition, Distribution of Dividend or payment of Junior Debt under Section 10.7 is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, if such Debt Indebtedness is incurred to Refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt Indebtedness does not exceed the principal amount of such Debt Indebtedness being Refinanced, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder Refinanced and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.8 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred or Disposition, Distribution Dividend or payment of Junior Debt under Section 10.7 may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage RatioSection 10.11, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered financial statements pursuant to Section 6.29.1(a) or (b).

Appears in 5 contracts

Samples: Second Lien Intercreditor Agreement (Samson Resources Corp), Fourth Amendment Agreement (Samson Resources Corp), Third Amendment Agreement (Samson Resources Corp)

Currency Equivalents Generally. (a) For purposes of any determination under any provision of this Agreement requiring the use of a current exchange rate, all amounts incurred or proposed to be incurred in currencies other than Dollars shall be translated into Dollars at currency exchange rates then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with respect to the amount of any Debt, Investment, Disposition, Distribution or payment of Junior Debt in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debt, if such Debt is incurred to Refinance other Debt denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt does not exceed the principal amount of such Debt being Refinanced, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 shall otherwise apply to such Sections, including with respect to determining whether any Debt or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage RatioCovenant, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered Section 6.2

Appears in 4 contracts

Samples: Credit Agreement (ProPetro Holding Corp.), Credit Agreement (ProFrac Holding Corp.), Credit Agreement (ProFrac Holding Corp.)

Currency Equivalents Generally. (a) For purposes of any determination under Article X, Article XI (other than Section 11.11) or Article XII or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with Article XI with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 11.7 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred or Disposition, Distribution of Restricted Payment or payment of Junior Debt under Section 11.7 is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, if such Debt Indebtedness is incurred to Refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt Indebtedness does not exceed the principal amount of such Debt Indebtedness being Refinanced, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder Refinanced and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.8 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred or Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 11.7 may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage RatioSection 11.11, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered financial statements pursuant to Section 6.210.1(a) or (b).

Appears in 4 contracts

Samples: Credit Agreement (California Resources Corp), Credit Agreement (California Resources Corp), Credit Agreement (California Resources Corp)

Currency Equivalents Generally. (a) For purposes of any determination under Section 9, Section 10 (other than for purposes of calculating the Consolidated First Lien Debt to Consolidated EBITDA Ratio, the Consolidated Secured Debt to Consolidated EBITDA Ratio, the Consolidated Total Debt to Consolidated EBITDA Ratio or the Consolidated EBITDA to Consolidated Interest Expense Ratio) or Section 11 or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred Incurred or proposed to be incurred Incurred in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with Section 10 with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred Incurred or Disposition, Distribution of Restricted Payment or payment of Junior Debt under Section 10.7 is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence Incurrence of DebtIndebtedness, if such Debt Indebtedness is incurred Incurred to Refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-Dollar- denominated restriction to be exceeded if calculated at the relevant currency exchange rate Exchange Rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of the Indebtedness that is Incurred to Refinance such Refinanced Debt Indebtedness does not exceed the principal amount (or accreted amount) of such Debt Indebtedness being Refinanced, except by an amount equal to the accrued interest interest, dividends and premium (including tender premiums), if any, thereon plus defeasance costs, underwriting discounts and other amounts paid and fees and expenses (including OID, closing payments, upfront fees and similar fees) incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.8 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred Incurred or Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 may be made at any time under such Sections. For purposes of calculating the Financial Covenant Consolidated First Lien Debt to Consolidated EBITDA Ratio, the Consolidated Secured Debt to Consolidated EBITDA Ratio, the Consolidated Total Debt to Consolidated EBITDA Ratio and testing the Total Net Leverage Consolidated EBITDA to Consolidated Interest Expense Ratio, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered financial statements pursuant to Section 6.29.1(a) or (b), or, prior to the delivery of such financial statements, the financial statements delivered pursuant to Section 6.9.

Appears in 4 contracts

Samples: Incremental Agreement (Snap One Holdings Corp.), Junior Priority Intercreditor Agreement (Snap One Holdings Corp.), Credit Agreement (Snap One Holdings Corp.)

Currency Equivalents Generally. (a) For purposes of any determination under Section 9, Section 10 (other than Section 10.9 or 10.10) or Section 11 or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, provided that (x) for purposes of determining compliance with Section 10 with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Dividend or payment of Junior Debt under Section 10.7 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred or Disposition, Distribution of Dividend or payment of Junior Debt under Section 10.7 is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, if such Debt Indebtedness is incurred to Refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt Indebtedness does not exceed the principal amount of such Debt Indebtedness being Refinanced, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder Refinanced and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred or Disposition, Distribution Dividend or payment of Junior Debt under Section 10.7 may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage RatioSection 10.9 or 10.10, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates Exchange Rate(s) used in preparing the most recently delivered financial statements pursuant to Section 6.29.1(a) or (b).

Appears in 4 contracts

Samples: Credit Agreement (LPL Financial Holdings Inc.), Credit Agreement (LPL Investment Holdings Inc.), Credit Agreement (LPL Financial Holdings Inc.)

Currency Equivalents Generally. (a) For purposes of any determination under Xxxxxxx 0, Xxxxxxx 00 (xxxxx than Section 10.11) or Section 11 or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with Section 10 with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred or Disposition, Distribution of Restricted Payment or payment of Junior Debt under Section 10.7 is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, if such Debt Indebtedness is incurred to Refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt Indebtedness does not exceed the principal amount of such Debt Indebtedness being Refinanced, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder Refinanced and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.8 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred or Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage RatioSection 10.11, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered financial statements pursuant to Section 6.29.1(a) or (b).

Appears in 4 contracts

Samples: Credit Agreement (Denbury Resources Inc), Credit Agreement (Range Resources Corp), Credit Agreement (Range Resources Corp)

Currency Equivalents Generally. (a) For Notwithstanding anything to the contrary in clause (b) below, for purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateArticle 5, all amounts incurred or proposed to be incurred in currencies Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on Section 6.15 and the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article 7 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Sale and Lease-Back Transaction, affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement (any of the foregoing, a “relevant transaction”), in a currency other than Dollars, no Default or Event (i) the Dollar equivalent amount of Default a relevant transaction in a currency other than Dollars shall be deemed to have occurred solely as a result of changes in rates calculated based on the rate of exchange occurring after quoted by the time Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such relevant transaction (which, in the case of any Restricted Payment, Restricted Debt Payment, Investment, Disposition or Investment incurrence of Indebtedness, shall be determined as set forth in Section 1.04(e)); provided, that if any Indebtedness is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debtand, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-Dollar- denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest interest, penalties and premium premiums (including tender premiums) thereon plus underwriting discounts and other amounts paid and fees customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payment) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any relevant transaction so long as such Sectionsrelevant transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of Section 6.15 and the Financial Covenant and testing calculation of compliance with any financial ratio for purposes of taking any action hereunder (including for purposes of calculating compliance with the Total Net Leverage RatioIncremental Cap) on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered pursuant to Sections 5.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 6.23.04), as applicable, for the relevant Test Period. Notwithstanding the foregoing or anything to the contrary herein, to the extent that the Borrower would not be in compliance with Section 6.15(a) if any Indebtedness denominated in a currency other than Dollars were to be translated into Dollars on the basis of the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period, but would be in compliance with Section 6.15(a) if such Indebtedness that is denominated in a currency other than in Dollars were instead translated into Dollars on the basis of the average relevant currency exchange rates over such Test Period (taking into account the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness), then, solely for purposes of compliance with Section 6.15(a), the First Lien Leverage Ratio as of the last day of such Test Period shall be calculated on the basis of such average relevant currency exchange rates.

Appears in 4 contracts

Samples: First Lien Credit Agreement (Isos Acquisition Corp.), First Lien Credit Agreement (Isos Acquisition Corp.), First Lien Credit Agreement (Isos Acquisition Corp.)

Currency Equivalents Generally. (a) For Notwithstanding anything to the contrary in clause (b) below, for purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateArticle 5, all amounts incurred or proposed to be incurred in currencies Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on Section 6.13(a) and the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article 7 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Sale and Lease-Back Transaction, Affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement, (any of the foregoing, a “specified transaction”), in a currency other than Dollars, no Default (i) the equivalent amount in Dollars of a specified transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or Event any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Administrative Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of Default such specified transaction (which, in the case of any Restricted Payment, shall be deemed to have occurred solely as a result be the date of changes the declaration thereof and, in rates the case of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest and premium premiums (including tender premiums) thereon plus other amounts paid reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any specified transaction so long as such Sectionsspecified transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of Section 6.13(a) and the Financial Covenant and testing calculation of compliance with any financial ratio for purposes of taking any action hereunder (including for purposes of calculating availability under the Total Net Leverage RatioIncremental Cap), on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered pursuant to Sections 5.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 6.23.04), as applicable, for the relevant Test Period; provided that the amount of any Indebtedness that is subject to a Debt FX Hedge shall be determined in accordance with the definition of “Consolidated Total Debt”. Notwithstanding the foregoing or anything to the contrary herein, to the extent that the Administrative Borrower would not be in compliance with Section 6.13(a) if any Indebtedness denominated in a currency other than Dollars were to be translated into Dollars on the basis of the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period, but would be in compliance with Section 6.13(a) if such Indebtedness that is denominated in a currency other than in Dollars were instead translated into Dollars on the basis of the average relevant currency exchange rates over such Test Period (taking into account the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness), then, solely for purposes of compliance with Section 6.13(a), the First Lien Leverage Ratio as of the last day of such Test Period shall be calculated on the basis of such average relevant currency exchange rates; provided that the amount of any Indebtedness that is subject to a Debt FX Hedge shall be determined in accordance with the definition of “Consolidated Total Debt”.

Appears in 3 contracts

Samples: Credit Agreement (INC Research Holdings, Inc.), Credit Agreement (Syneos Health, Inc.), Credit Agreement (Syneos Health, Inc.)

Currency Equivalents Generally. (a) For purposes of any determination under Section 9, Section 10 (other than for purposes of calculating the Consolidated First Lien Debt to Consolidated EBITDA Ratio, the Consolidated Secured Debt to Consolidated EBITDA Ratio, the Consolidated Total Debt to Consolidated EBITDA Ratio or the Consolidated EBITDA to Consolidated Interest Expense Ratio) or Section 11 or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred Incurred or proposed to be incurred Incurred in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with Section 10 with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred Incurred or Disposition, Distribution of Restricted Payment or payment of Junior Debt under Section 10.7 is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence Incurrence of DebtIndebtedness, if such Debt Indebtedness is incurred Incurred to Refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate Exchange Rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount (or accreted amount) of the Indebtedness that is Incurred to Refinance such Refinanced Debt Indebtedness does not exceed the principal amount (or accreted amount) of such Debt Indebtedness being Refinanced, except by an amount equal to the accrued interest interest, dividends and premium (including tender premiums), if any, thereon plus defeasance costs, underwriting discounts and other amounts paid and fees and expenses (including OID, closing payments, upfront fees and similar fees) incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.8 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred Incurred or Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 may be made at any time under such Sections. For purposes of calculating the Financial Covenant Consolidated First Lien Debt to Consolidated EBITDA Ratio, the Consolidated Secured Debt to Consolidated EBITDA Ratio, the Consolidated Total Debt to Consolidated EBITDA Ratio and testing the Total Net Leverage Consolidated EBITDA to Consolidated Interest Expense Ratio, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered financial statements pursuant to Section 6.29.1(a) or Section 9.1(b) or, prior to the Closing Date, the Historical Financial Statements.

Appears in 3 contracts

Samples: First Lien Credit Agreement (Grocery Outlet Holding Corp.), Incremental Agreement (Grocery Outlet Holding Corp.), Incremental Agreement (Grocery Outlet Holding Corp.)

Currency Equivalents Generally. (a) For purposes of any determination under Sxxxxxx 0, Xxxxxxx 00 (xxxxx than Section 10.10) or Section 11 or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred Incurred or proposed to be incurred Incurred in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with Section 10 with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred Incurred or Disposition, Distribution of Restricted Payment or payment of Junior Debt under Section 10.7 is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence Incurrence of DebtIndebtedness, if such Debt Indebtedness is incurred Incurred to Refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate Exchange Rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of the Indebtedness that is Incurred to Refinance such Refinanced Debt Indebtedness does not exceed the principal amount (or accreted amount) of such Debt Indebtedness being Refinanced, except by an amount equal to the accrued interest interest, dividends and premium (including tender premiums), if any, thereon plus defeasance costs, underwriting discounts and other amounts paid and fees and expenses (including OID, closing payments, upfront fees and similar fees) incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.8 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred Incurred or Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage RatioSection 10.10, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered financial statements pursuant to Section 6.29.1(a) or (b).

Appears in 3 contracts

Samples: Junior Priority Intercreditor Agreement (MultiPlan Corp), Incremental Agreement (MultiPlan Corp), Amendment Agreement (MultiPlan Corp)

Currency Equivalents Generally. (a) For purposes of any determination under any provision of Any amount specified in this Agreement requiring (other than in ARTICLE II and ARTICLE IX) or any of the use of a current exchange rate, all amounts incurred or proposed other Loan Documents to be incurred in currencies Dollars shall also include the equivalent of such amount in any currency other than Dollars Dollars, such equivalent amount thereof in the applicable currency to be determined by the Administrative Agent at such time on the basis of the Spot Rate (as defined below) for the purchase of such currency with Dollars. The “Spot Rate” for a currency shall mean the rate determined by the Administrative Agent to be translated into Dollars the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at currency exchange rates then in effect approximately 11:00 a.m. on the date two Business Days prior to the date of such determination; providedprovided that the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency. Notwithstanding the foregoing, however, that (x) for purposes of determining compliance with ARTICLE VII with respect to the any amount of any Debt, Investment, Disposition, Distribution Indebtedness or payment of Junior Debt Investment in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of currency exchange occurring after the time such Debt Indebtedness or Investment is incurred (so long as such Indebtedness or DispositionInvestment, Distribution of payment of Junior Debt is madeat the time incurred, (y) for made or acquired, was permitted hereunder). For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Debt Indebtedness is incurred to Refinance extend, replace, refund, refinance, renew or defease other Debt Indebtedness denominated in a foreign currency, and such Refinancing extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingextension, replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt Indebtedness does not exceed the principal amount of such Debt other Indebtedness being Refinancedextended, except by an replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount equal to the accrued interest of fees, underwriting discounts, premiums (including tender premiums) and premium thereon plus other amounts paid and fees reasonable costs and expenses (including original issue discount) incurred in connection with such Refinancing plus an amount equal refinancing. All references in the Loan Documents to Loans, Letters of Credit, Obligations, Borrowing Base components and other amounts shall be denominated in Dollars, unless expressly provided otherwise. The U.S. Dollar Equivalent of any existing commitment unutilized and letters of credit undrawn thereunder and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 shall otherwise apply to such Sections, including with respect to determining whether any Debt amounts denominated or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time reported under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage Ratio, amounts a Loan Document in currencies a currency other than Dollars shall be translated into Dollars at determined by the applicable exchange rates used Administrative Agent based on the current Spot Rate (determined in preparing respect of the most recently delivered Section 6.2recent Revaluation Date). The Borrowers shall report Borrowing Base components to the Administrative Agent in Dollars, and unless expressly provided otherwise, the Borrowers shall deliver financial statements and calculate financial covenants in Dollars. Notwithstanding anything herein to the contrary, if any Obligation is funded and expressly denominated in a currency other than Dollars, the Borrowers shall repay such Obligation in such other currency.

Appears in 3 contracts

Samples: Abl Credit Agreement (Ciena Corp), Pledge Agreement (Ciena Corp), Abl Credit Agreement

Currency Equivalents Generally. (a) For purposes of any determination under Article X, Article XI (other than Section 11.11) or Article XII or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with Article XI with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 11.7 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred or Disposition, Distribution of Restricted Payment or payment of Junior Debt under Section 11.7 is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, if such Debt Indebtedness is incurred to Refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt Refinancing Indebtedness does not exceed the principal amount of such Debt being Refinanced, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder Refinanced Indebtedness and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.8 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred or Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 11.7 may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage RatioSection 11.11, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered financial statements pursuant to Section 6.210.1(a) or (b).

Appears in 3 contracts

Samples: Collateral Agency Agreement (California Resources Corp), Credit Agreement (California Resources Corp), Passu Intercreditor Agreement (California Resources Corp)

Currency Equivalents Generally. (a) For purposes of any determination (including, without limitation, as to Borrowings, Letters of Credit, LC Commitments, LC Disbursements, LC Exposure, the Letter of Credit Sublimit, Loans, Revolving Credit Commitments and Revolving Credit Exposure) under any provision of this Agreement requiring the use of a current exchange rateArticle 1, all amounts incurred or proposed to be incurred in currencies Article 2, Article 5, Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on Section 6.14(a) and the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article 7 with respect to the amount of any DebtBorrowing, Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Sale and Lease-Back Transaction, Affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement (any of the foregoing, a “specified transaction”), in a currency other than Dollars, no Default (i) the Dollar Equivalent amount of a specified transaction in a currency other than Dollars shall be calculated based on the relevant rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or Event any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) (the “Exchange Rate”) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of Default such specified transaction (which, in the case of any Restricted Payment, shall be deemed to have occurred solely as a result be the date of changes the declaration thereof and, in rates the case of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate Exchange Rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest and premium premiums (including tender premiums) thereon plus other amounts paid reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any specified transaction so long as such Sectionsspecified transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of Section 6.14(a) and the Financial Covenant and testing the Total Net Leverage Ratiocalculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates Exchange Rate used in preparing the most recently financial statements delivered pursuant to Sections 5.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 6.23.04), as applicable, for the relevant Test Period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar Equivalent amount of such Indebtedness. Notwithstanding the foregoing or anything to the contrary herein, to the extent that the Borrower would not be in compliance with Section 6.14(a) if any Indebtedness denominated in a currency other than Dollars were to be translated into Dollars on the basis of the applicable Exchange Rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period, but would be in compliance with Section 6.14(a) if such Indebtedness that is denominated in a currency other than in Dollars were instead translated into Dollars on the basis of the average relevant Exchange Rates over such Test Period (taking into account the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar Equivalent amount of such Indebtedness), then, solely for purposes of compliance with Section 6.14(a), the First Lien Leverage Ratio as of the last day of such Test Period shall be calculated on the basis of such average relevant Exchange Rates.

Appears in 3 contracts

Samples: Credit Agreement (CCC Intelligent Solutions Holdings Inc.), Credit Agreement (CCC Intelligent Solutions Holdings Inc.), Credit Agreement (Dragoneer Growth Opportunities Corp.)

Currency Equivalents Generally. (a) For purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateArticle 5, all amounts incurred or proposed to be incurred in currencies Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on Section 6.15(a) and the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article 7 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Sale and Lease-Back Transaction, affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement, (any of the foregoing, a “specified transaction”), in a currency other than Dollars, no Default (i) the Dollar equivalent amount of a specified transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or Event any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of Default such specified transaction (which, in the case of any Restricted Payment, shall be deemed to have occurred solely as a result be the date of changes the declaration thereof and, in rates the case of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest and premium premiums (including tender premiums) thereon plus other amounts paid reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any specified transaction so long as such Sectionsspecified transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of Section 6.15(a) and the Financial Covenant and testing the Total Net Leverage Ratiocalculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered pursuant to Sections 5.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 6.23.04), as applicable, for the relevant Test Period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness; provided that the amount of any Indebtedness that is subject to a Debt FX Hedge shall be determined in accordance with the definition of “Consolidated Total Debt”. Notwithstanding the foregoing or anything to the contrary herein, to the extent that the Borrower would not be in compliance with Section 6.15(a) if any Indebtedness denominated in a currency other than Dollars were to be translated into Dollars on the basis of the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period, but would be in compliance with Section 6.15(a) if such Indebtedness that is denominated in a currency other than in Dollars were instead translated into Dollars on the basis of the average relevant currency exchange rates over such Test Period (taking into account the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness), then, solely for purposes of compliance with Section 6.15(a), the First Lien Leverage Ratio as of the last day of such Test Period shall be calculated on the basis of such average relevant currency exchange rates; provided that the amount of any Indebtedness that is subject to a Debt FX Hedge shall be determined in accordance with the definition of “Consolidated Total Debt”.

Appears in 2 contracts

Samples: Assignment and Assumption (Shift4 Payments, Inc.), Assignment and Assumption (ATI Physical Therapy, Inc.)

Currency Equivalents Generally. (a) For purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateArticle 5, all amounts incurred or proposed to be incurred in currencies Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article 7 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Sale and Lease-Back Transaction, affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement, (any of the foregoing, a “specified transaction”), in a currency other than Dollars, no Default (i) the Dollar equivalent amount of a specified transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or Event any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Top Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of Default such specified transaction (which, in the case of any Restricted Payment, shall be deemed to have occurred solely as a result be the date of changes the declaration thereof and, in rates the case of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest and premium premiums (including tender premiums) thereon plus other amounts paid reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any specified transaction so long as such Sectionsspecified transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of the Financial Covenant and testing the Total Net Leverage Ratiocalculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered pursuant to Sections 5.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 6.23.04), as applicable, for the relevant Test Period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness.

Appears in 2 contracts

Samples: Intercreditor Agreement (Cotiviti Holdings, Inc.), Intercreditor Agreement (Cotiviti Holdings, Inc.)

Currency Equivalents Generally. (a) For Notwithstanding anything to the contrary in clause (b) below, for purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateArticle 5, all amounts incurred or proposed to be incurred in currencies Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on Section 6.15 and the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article 7 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Sale and Lease-Back Transaction, affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement (any of the foregoing, a “relevant transaction”), in a currency other than Dollars, no Default or Event (i) the Dollar equivalent amount of Default a relevant transaction in a currency other than Dollars shall be deemed to have occurred solely as a result of changes in rates calculated based on the rate of exchange occurring after quoted by the time Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Parent) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such relevant transaction (which, in the case of any Restricted Payment, Restricted Debt Payment, Investment, Disposition or Investment incurrence of Indebtedness, shall be determined as set forth in Section 1.04(e)); provided, that if any Indebtedness is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debtand, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest interest, penalties and premium premiums (including tender premiums) thereon plus underwriting discounts and other amounts paid and fees customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payment) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any relevant transaction so long as such Sectionsrelevant transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of Section 6.15 and the Financial Covenant and testing calculation of compliance with any financial ratio for purposes of taking any action hereunder (including for purposes of calculating compliance with the Total Net Leverage RatioIncremental Cap) on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered pursuant to Sections 5.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 6.23.04), as applicable, for the relevant Test Period. Notwithstanding the foregoing or anything to the contrary herein, to the extent that the Parent would not be in compliance with Section 6.15 if any Indebtedness denominated in a currency other than Dollars were to be translated into Dollars on the basis of the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period, but would be in compliance with Section 6.15 if such Indebtedness that is denominated in a currency other than in Dollars were instead translated into Dollars on the basis of the average relevant currency exchange rates over such Test Period (taking into account the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness), then, solely for purposes of compliance with Section 6.15, the First Lien Leverage Ratio as of the last day of such Test Period shall be calculated on the basis of such average relevant currency exchange rates.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Bausch Health Companies Inc.), Restatement Agreement (Valeant Pharmaceuticals International, Inc.)

Currency Equivalents Generally. (a) For purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateArticle 1, all amounts incurred or proposed to be incurred in currencies Article 5, Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article 7 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement (any of the foregoing, a “specified transaction”), in a currency other than Dollars, no Default (i) the Dollar equivalent amount of a specified transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or Event any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Purchaser Representative (acting at the direction of Default the Required Purchasers) and the Issuer) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such specified transaction (which, in the case of any Restricted Payment, shall be deemed to have occurred solely as a result be the date of changes the declaration thereof and, in rates the case of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest and premium premiums (including tender premiums) thereon plus other amounts paid reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any specified transaction so long as such Sectionsspecified transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of the Financial Covenant and testing the Total Net Leverage Ratiocalculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered pursuant to Section 6.25.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 3.04), as applicable, for the relevant Test Period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness.

Appears in 2 contracts

Samples: Note Purchase Agreement (ATI Physical Therapy, Inc.), Note Purchase Agreement (ATI Physical Therapy, Inc.)

Currency Equivalents Generally. (a) For purposes of any determination under Section 6, Section 7 (other than Section 7.09) or Section 8 or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with Section 7 with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 7.08 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred Incurred or Disposition, Distribution of Restricted Payment or payment of Junior Debt under Section 7.08 is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence Incurrence of DebtIndebtedness, if such Debt Indebtedness is incurred Incurred to Refinance refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate Exchange Rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinanced Indebtedness does not exceed the principal amount of such Debt Indebtedness being Refinanced, Refinanced except by an amount equal to the unpaid accrued interest and premium thereon plus other reasonable amounts paid paid, and fees and expenses incurred reasonably Incurred, in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred Incurred or Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 7.08 may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage RatioSection 7.09, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates Exchange Rates used in preparing the most recently delivered Section 6.26.01 Financials on or prior to such date.

Appears in 2 contracts

Samples: Credit Agreement (Duck Creek Technologies, Inc.), Credit Agreement (Duck Creek Technologies, Inc.)

Currency Equivalents Generally. (a) For purposes The German Borrowing Base and the Maltese Borrowing Base, and the components thereof, shall be reported in U.S. Dollars based, in the case of any determination amounts payable or remitted other than in U.S. Dollars, on current exchange rates, as reasonably determined by the Borrowers. Subject to Section 1.03(a), for any other purpose under any provision of this Agreement requiring the use of a current exchange rate, including for purposes of any determination under Article VI, Article VII or Article VIII, all amounts incurred incurred, outstanding or proposed to be incurred or outstanding in currencies other than U.S. Dollars shall be translated into U.S. Dollars at currency exchange rates then in effect on the date of such determination; provided, however, that (xi) for purposes of determining compliance with Article VII with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 7.08 in a currency other than U.S. Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred Incurred or Disposition, Distribution of Restricted Payment or payment of Junior Debt under Section 7.08 is made, (yii) for purposes of determining compliance with any U.S. Dollar-denominated restriction on the incurrence of DebtIndebtedness, if such Debt Indebtedness is incurred Incurred to Refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-U.S. Dollar- denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such U.S. Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinanced Indebtedness does not exceed the principal amount of such Debt Indebtedness being Refinanced, Refinanced except by an amount equal to the unpaid accrued interest and premium thereon plus other amounts paid paid, and fees and expenses incurred incurred, in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder and (ziii) for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred Incurred or Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 7.08 may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage Ratio, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered Section 6.2.

Appears in 2 contracts

Samples: Credit Agreement (King Digital Entertainment PLC), Credit Agreement (King Digital Entertainment PLC)

Currency Equivalents Generally. (a) For purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateArticle 5, all amounts incurred or proposed to be incurred in currencies Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on Section 6.14 and the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article 7 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Sale and Lease-Back Transaction, Affiliate transaction or payment other transaction, event or circumstance (any of Junior Debt the foregoing, a “specified transaction”) in a currency other than Dollars the Dollar equivalent amount of a specified transaction shall be calculated based on the rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such specified transaction (or, at the election of the Borrower, such other date as shall be applicable with respect to such specified transaction pursuant to Section 1.10(a)). Notwithstanding anything to the contrary set forth herein, (i) if any Indebtedness is incurred or assumed (and, if applicable, associated Lien granted) to refinance or replace other Indebtedness denominated in a currency other than Dollars, no Default and the relevant refinancing or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debt, if such Debt is incurred to Refinance other Debt denominated in a foreign currency, and such Refinancing replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest and premium premiums (including tender premiums) thereon plus other amounts paid reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 (or, if applicable, secured under Section 6.02) and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply currency exchange occurring after the time of any specified transaction (or, if applicable, as of such other time as is applicable to such Sections, including with respect specified transaction pursuant to determining whether any Debt or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsthe immediately preceding sentence). For purposes of Section 6.14 and the Financial Covenant and testing the Total Net Leverage Ratiocalculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used by the Borrower in preparing the financial statements for the relevant Test Period and may, at the election of the Borrower, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness. Notwithstanding anything to the contrary set forth herein, to the extent that the Borrower would not be in compliance with Section 6.14(a) if any Indebtedness denominated in a currency other than Dollars were to be translated into Dollars on the basis of the applicable currency exchange rate used in preparing the most recently delivered financial statements for the relevant Test Period, but would be in compliance with Section 6.26.14(a) if such Indebtedness that is denominated in a currency other than in Dollars were instead translated into Dollars on the basis of the average relevant currency exchange rates over such Test Period (taking into account, at the election of the Borrower, the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness), then, solely for purposes of compliance with Section 6.14(a), the First Lien Net Leverage Ratio as of the last day of such Test Period shall be calculated on the basis of such average relevant currency exchange rates.

Appears in 2 contracts

Samples: Credit Agreement (Cano Health, Inc.), Credit Agreement (Jaws Acquisition Corp.)

Currency Equivalents Generally. (a) For purposes of any determination under Article 6, Article 7 (other than for purposes of calculating the Consolidated Leverage Ratio or the Consolidated Interest Coverage Ratio) or Article 8 or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred or proposed to be incurred in currencies other than Dollars shall be translated into Dollars at currency the exchange rates rate then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with Article 7 with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Restricted Payment or payment in respect of Junior Debt Financing or payment in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred or Disposition, Distribution of payment Restricted Payment or prepayment of Junior Debt Financing is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, if such Debt Indebtedness is incurred under a particular basket to Refinance other Debt Indebtedness denominated in a foreign currencycurrency that was originally incurred under the same basket, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the Dollar equivalent of the principal amount of the Indebtedness that is incurred to Refinance such Refinanced Debt Indebtedness does not exceed the Dollar equivalent of the principal amount of such Debt Indebtedness being Refinanced, except by an amount equal to the accrued interest interest, dividends and premium (including tender premiums), if any, thereon plus defeasance costs, underwriting discounts and other amounts paid and fees and expenses (including OID, closing payments, upfront fees and similar fees) incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.07(a) shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred or Disposition, Distribution Restricted Payment or payment prepayment of Junior Debt Financing may be made at any time under such Sections. For purposes of calculating the Financial Covenant Consolidated Leverage Ratio and testing the Total Net Leverage Consolidated Interest Coverage Ratio, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered financial statements pursuant to Section 6.26.01(a) or Section 6.01(b).

Appears in 2 contracts

Samples: Credit Agreement (Nu Skin Enterprises, Inc.), Credit Agreement (Nu Skin Enterprises Inc)

Currency Equivalents Generally. (a) For Notwithstanding the foregoing, for purposes of any determination under Section 2.21(a), Article 5, Article 6 (other than the calculation of compliance with any financial ratio for purposes of taking any action hereunder) or Article 7 with respect to the amount of any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Sale and Lease-Back Transaction, Affiliate transaction or other transaction, event or circumstance, or any determination under any other provision of this Agreement expressly requiring the use of a current exchange rate, all amounts incurred or proposed to be incurred in currencies other than Dollars shall be translated into Dollars at currency exchange rates then in effect on for the date of such determination; provided, however, that (x) for purposes of determining compliance with respect obtaining judgment in any court where it is necessary to convert a sum due hereunder or under any other Loan Document (any of the amount of any Debtforegoing, Investmenta “subject transaction”), Disposition, Distribution or payment of Junior Debt in each case in a currency other than Dollars, no Default (i) the Dollar Equivalent amount of a subject transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by the Reuters World Currency Page (or, in the event such rate does not appear on such Reuters page or Event screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of Default such other information service that publishes such rate from time to time as may be agreed upon by the Administrative Agent and the Borrower) for such alternate currency, as in effect at 11:00 a.m. (London time) on the date of such subject transaction (which, in the case of any Restricted Payment, shall be deemed to have occurred solely as a result be the date of changes the declaration thereof and, in rates the case of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest and premium premiums (including tender premiums) thereon plus other amounts paid reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any subject transaction so long as such Sectionssubject transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of the Financial Covenant and testing the Total Net Leverage Ratiocalculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered Section 6.2pursuant to Sections 5.01(a) or (b), as applicable, for the relevant Test Period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar Equivalent amount of such Indebtedness.

Appears in 2 contracts

Samples: First Lien Credit Agreement (Post Holdings, Inc.), Intercreditor Agreement (Post Holdings, Inc.)

Currency Equivalents Generally. (a) For purposes of any determination under Section 2.23(a), Article 5, Article 6 (other than the calculation of compliance with any financial ratio for purposes of taking any action hereunder) or Article 7 with respect to the amount of any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Sale and Lease-Back Transaction, Affiliate transaction or other transaction, event or circumstance, or any determination under any other provision of this Agreement expressly requiring the use of a current exchange rate, all amounts incurred or proposed to be incurred in currencies other than Dollars shall be translated into Dollars at currency exchange rates then in effect on (any of the date of such determination; providedforegoing, howevera “subject transaction”), that (x) for purposes of determining compliance with respect to the amount of any Debt, Investment, Disposition, Distribution or payment of Junior Debt in a currency other than Dollars, no Default (i) the Dollar equivalent amount of a subject transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or Event any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower Representative) for such alternate currency, as in effect at 11:00 a.m. (London time) on the date of Default such subject transaction (which, in the case of any Restricted Payment, shall be deemed to have occurred solely as a result be the date of changes the declaration thereof and, in rates the case of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, shall be deemed to be on the date first committed); provided that if any Indebtedness is incurred (and, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest and premium premiums (including tender premiums) thereon plus other amounts paid reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any subject transaction so long as such Sectionssubject transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of the Financial Covenant and testing the Total Net Leverage Ratiocalculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered Section 6.2pursuant to Sections 5.01(b) or (c), as applicable, for the relevant Test Period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness.

Appears in 2 contracts

Samples: Credit Agreement (Allscripts Healthcare Solutions, Inc.), Term Loan Agreement (Allscripts Healthcare Solutions, Inc.)

Currency Equivalents Generally. (a) For purposes of any determination under any provision of this Agreement requiring the use of a current exchange rate, all amounts incurred or proposed to be incurred in currencies other than Dollars shall be translated into Dollars at currency exchange rates then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with respect to the amount of any Debt, Investment, Disposition, Distribution or payment of Junior Debt in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debt, if such Debt is incurred to Refinance other Debt denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt does not exceed the principal amount of such Debt being Refinanced, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 shall otherwise apply to such Sections, including with respect to determining whether any Debt or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage Ratio, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered Section 6.2of

Appears in 2 contracts

Samples: Term Loan Credit Agreement (ProFrac Holding Corp.), Term Loan Credit Agreement (ProFrac Holding Corp.)

Currency Equivalents Generally. (a) For Notwithstanding anything to the contrary in clause (b) below, for purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateArticle 5, all amounts incurred or proposed to be incurred in currencies Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on Section 6.15 and the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article 7 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement (any of the foregoing, a “relevant transaction”), in a currency other than Dollars, no Default or Event (i) the Dollar equivalent amount of Default a relevant transaction in a currency other than Dollars shall be deemed to have occurred solely as a result of changes in rates calculated based on the rate of exchange occurring after quoted by the time Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and Parent) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such relevant transaction (which, in the case of any Restricted Payment, Restricted Debt Payment, Investment, Disposition or Investment incurrence of Indebtedness, shall be determined as set forth in Section 1.04(e)); provided, that if any Indebtedness is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debtand, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest interest, penalties and premium premiums (including tender premiums) thereon plus underwriting discounts and other amounts paid and fees customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payment) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any relevant transaction so long as such Sectionsrelevant transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of Section 6.15 and the Financial Covenant and testing calculation of compliance with any financial ratio for purposes of taking any action hereunder (including for purposes of calculating compliance with the Total Net Leverage RatioIncremental Cap) on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered pursuant to Sections 5.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 6.23.04), as applicable, for the relevant Test Period. Notwithstanding the foregoing or anything to the contrary herein, to the extent that Parent would not be in compliance with Section 6.15(a) if any Indebtedness denominated in a currency other than Dollars were to be translated into Dollars on the basis of the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period, but would be in compliance with Section 6.15(a) if such Indebtedness that is denominated in a currency other than in Dollars were instead translated into Dollars on the basis of the average relevant currency exchange rates over such Test Period (taking into account the currency translation effects, determined in accordance with GAAP, of Hedge Agreements permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness), then, solely for purposes of compliance with Section 6.15(a), the First Lien Leverage Ratio as of the last day of such Test Period shall be calculated on the basis of such average relevant currency exchange rates.

Appears in 2 contracts

Samples: Credit Agreement (Reynolds Consumer Products Inc.), Credit Agreement (Reynolds Consumer Products Inc.)

Currency Equivalents Generally. (a) For purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateArticle I, all amounts incurred or proposed to be incurred in currencies Article V, Article VI (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on Section 6.10(a), Section 6.10(b) and Section 6.10(c) and the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article VII with respect to any Affiliate transaction, the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, DispositionDisposition or other transaction, Distribution event or payment circumstance, or any determination under any other provision of Junior Debt this Agreement, (any of the foregoing, a “specified transaction”), in a currency other than Dollars, no Default (i) the Dollar equivalent amount of a specified transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or Event any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of Default such specified transaction (which, in the case of any Restricted Payment, shall be deemed to have occurred solely as a result be the date of changes the declaration thereof and, in rates the case of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, shall be deemed to be on the date first committed); provided that, if such Debt any Indebtedness is incurred (and, if applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest and premium premiums (including tender premiums) thereon plus other amounts paid reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment unutilized and letters of credit undrawn thereunder and (z) any additional amount permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any specified transaction so long as such Sectionsspecified transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of Section 6.10(a), Section 6.10(b), Section 6.10(c)and the Financial Covenant and testing the Total Net Leverage Ratiocalculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered pursuant to Sections 5.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 6.23.04), as applicable, for the relevant Test Period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness; provided that the amount of any Indebtedness that is subject to a Debt FX Hedge shall be determined in accordance with the definition of “Consolidated Total Debt”. Notwithstanding the foregoing or anything to the contrary herein, to the extent that the Borrower would not be in compliance with Section 6.10(a), Section 6.10(b) and/or Section 6.10(c) if any Indebtedness denominated in a currency other than Dollars were to be translated into Dollars on the basis of the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period, but would be in compliance with Section 6.10(a), Section 6.10(b) or Section 6.10(c), as applicable, if such Indebtedness that is denominated in a currency other than in Dollars were instead translated into Dollars on the basis of the average relevant currency exchange rates over such Test Period (taking into account the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness), then, solely for purposes of compliance with Section 6.10(a), Section 6.10(b) or Section 6.10(c), as applicable, the Total Rent Adjusted Net Leverage Ratio as of the last day of such Test Period shall be calculated on the basis of such average relevant currency exchange rates; provided that the amount of any Indebtedness that is subject to a Debt FX Hedge shall be determined in accordance with the definition of “Consolidated Total Debt”.

Appears in 2 contracts

Samples: Credit Agreement (Cava Group, Inc.), Credit Agreement (Cava Group, Inc.)

Currency Equivalents Generally. (a) For purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateArticle 5, all amounts incurred or proposed to be incurred in currencies Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on Section 6.13(a) and the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article 7 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Sale and Lease-Back Transaction, affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement, (any of the foregoing, a “specified transaction”), in a currency other than Dollars, no Default (i) the Dollar equivalent amount of a specified transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or Event any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of Default such specified transaction (which, in the case of any Restricted Payment, shall be deemed to have occurred solely as a result be the date of changes the declaration thereof and, in rates the case of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest and premium premiums (including tender premiums) thereon plus other amounts paid reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any specified transaction so long as such Sectionsspecified transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of Section 6.13(a) and the Financial Covenant and testing the Total Net Leverage Ratiocalculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered pursuant to Sections 5.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 6.23.04), as applicable, for the relevant Test Period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness; provided that the amount of any Indebtedness that is subject to a Debt FX Hedge shall be determined in accordance with the definition of “Consolidated Total Debt”. Notwithstanding the foregoing or anything to the contrary herein, to the extent that the Borrower would not be in compliance with Section 6.13(a) if any Indebtedness denominated in a currency other than Dollars were to be translated into Dollars on the basis of the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period, but would be in compliance with Section 6.13(a) if such Indebtedness that is denominated in a currency other than in Dollars were instead translated into Dollars on the basis of the average relevant currency exchange rates over such Test Period (taking into account the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness), then, solely for purposes of compliance with Section 6.13(a), the First Lien Leverage Ratio as of the last day of such Test Period shall be calculated on the basis of such average relevant currency exchange rates; provided that the amount of any Indebtedness that is subject to a Debt FX Hedge shall be determined in accordance with the definition of “Consolidated Total Debt”.

Appears in 2 contracts

Samples: Credit Agreement (Definitive Healthcare Corp.), Credit Agreement (Definitive Healthcare Corp.)

Currency Equivalents Generally. (a) For purposes of any determination under Article VI, Article VII (other than Section 7.09) or Article VIII or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with Article VII with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 7.08 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred Incurred or Disposition, Distribution of Restricted Payment or payment of Junior Debt under Section 7.08 is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence Incurrence of DebtIndebtedness, if such Debt Indebtedness is incurred Incurred to Refinance refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate Exchange Rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinanced Indebtedness does not exceed the principal amount of such Debt Indebtedness being Refinanced, Refinanced except by an amount equal to the unpaid accrued interest and premium thereon plus other reasonable amounts paid paid, and fees and expenses incurred reasonably Incurred, in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.09 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred Incurred or Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 7.08 may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage RatioSection 7.09, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates Exchange Rates used in preparing the most recently delivered Section 6.26.01 Financials on or prior to such date.

Appears in 2 contracts

Samples: Security Agreement (Candela Medical, Inc.), Credit Agreement (Candela Medical, Inc.)

Currency Equivalents Generally. (a) For Notwithstanding anything to the contrary in clause (b) below, for purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateArticle 5, all amounts incurred or proposed to be incurred in currencies Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on Section 6.15 and the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article 7 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Sale and Lease-Back Transaction, affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement (any of the foregoing, a “relevant transaction”), in a currency other than Dollars, no Default or Event (i) the Dollar equivalent amount of Default a relevant transaction in a currency other than Dollars shall be deemed to have occurred solely as a result of changes in rates calculated based on the rate of exchange occurring after quoted by the time Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such relevant transaction (which, in the case of any Restricted Payment, Restricted Debt Payment, Investment, Disposition or Investment incurrence of Indebtedness, shall be determined as set forth in Section 1.04(e)); provided, that if any Indebtedness is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debtand, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest interest, penalties and premium premiums (including tender premiums) thereon plus underwriting discounts and other amounts paid and fees customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payment) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any relevant transaction so long as such Sectionsrelevant transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of Section 6.15 and the Financial Covenant and testing calculation of compliance with any financial ratio for purposes of taking any action hereunder (including for purposes of calculating compliance with the Total Net Leverage RatioIncremental Cap) on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered pursuant to Sections 5.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 6.23.04), as applicable, for the relevant Test Period. Notwithstanding the foregoing or anything to the contrary herein, to the extent that the Borrower would not be in compliance with Section 6.15(a) if any Indebtedness denominated in a currency other than Dollars were to be translated into Dollars on the basis of the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period, but would be in compliance with Section 6.15(a) if such Indebtedness that is denominated in a currency other than in Dollars were instead translated into Dollars on the basis of the average relevant currency exchange rates over such Test Period (taking into account the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness), then, solely for purposes of compliance with Section 6.15(a), the First Lien Leverage Ratio as of the last day of such Test Period shall be calculated on the basis of such average relevant currency exchange rates.

Appears in 2 contracts

Samples: Fourth Amendment (Isos Acquisition Corp.), Security Agreement (Isos Acquisition Corp.)

Currency Equivalents Generally. (a) For purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateArticle 5, all amounts incurred or proposed to be incurred in currencies Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on Section 6.15(a) and the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article 7 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Sale and Lease-Back Transaction, Affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement, (any of the foregoing, a “specified transaction”), in a currency other than Dollars, no Default (i) the Dollar equivalent amount of a specified transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or Event any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of Default such specified transaction (which, in the case of any Restricted Payment, shall be deemed to have occurred solely as a result be the date of changes the declaration thereof and, in rates the case of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest and premium premiums (including tender premiums) thereon plus other amounts paid reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any specified transaction so long as such Sectionsspecified transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of Section 6.15(a) and the Financial Covenant and testing the Total Net Leverage Ratiocalculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered pursuant to Sections 5.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 6.23.04), as applicable, for the relevant Test Period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness. Notwithstanding the foregoing or anything to the contrary herein, to the extent that the Borrower would not be in compliance with Section 6.15(a) if any Indebtedness denominated in a currency other than Dollars were to be translated into Dollars on the basis of the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period, but would be in compliance with Section 6.15(a) if such Indebtedness that is denominated in a currency other than in Dollars were instead translated into Dollars on the basis of the average relevant currency exchange rates over such Test Period (taking into account the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness), then, solely for purposes of compliance with Section 6.15(a), the Total Leverage Ratio as of the last day of such Test Period shall be calculated on the basis of such average relevant currency exchange rates.

Appears in 2 contracts

Samples: Credit Agreement (First Watch Restaurant Group, Inc.), Credit Agreement (First Watch Restaurant Group, Inc.)

Currency Equivalents Generally. (a) For purposes of any determination under Section 9, Section 10 (other than Section 10.9 or 10.10) or Section 11 or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, provided that (x) for purposes of determining compliance with Section 10 with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Dividend or payment of Junior Debt under Section 10.7 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred or Disposition, Distribution of Dividend or payment of Junior Debt under Section 10.7 is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, if such Debt Indebtedness is incurred to Refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated Dollar‑denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt Indebtedness does not exceed the principal amount of such Debt Indebtedness being Refinanced, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder Refinanced and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred or Disposition, Distribution Dividend or payment of Junior Debt under Section 10.7 may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage RatioSection 10.9 or 10.10, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates Exchange Rate(s) used in preparing the most recently delivered financial statements pursuant to Section 6.29.1(a) or (b).

Appears in 2 contracts

Samples: Credit Agreement (LPL Financial Holdings Inc.), Extension and Incremental Assumption Agreement (LPL Financial Holdings Inc.)

Currency Equivalents Generally. (a) For purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateArticle 5, all amounts incurred or proposed to be incurred in currencies Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on Section 6.15(a) and the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article 7 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Sale and Lease-Back Transaction, affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement, (any of the foregoing, a “specified transaction”), in a currency other than Dollars, no Default (i) the Dollar equivalent amount of a specified transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or Event any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Top Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of Default such specified transaction (which, in the case of any Restricted Payment, shall be deemed to have occurred solely as a result be the date of changes the declaration thereof and, in rates the case of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest and premium premiums (including tender premiums) thereon plus other amounts paid reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any specified transaction so long as such Sectionsspecified transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of Section 6.15(a) and the Financial Covenant and testing the Total Net Leverage Ratiocalculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered pursuant to Sections 5.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 6.23.04), as applicable, for the relevant Test Period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness. Notwithstanding the foregoing or anything to the contrary herein, to the extent that the Top Borrower would not be in compliance with Section 6.15(a) if any Indebtedness denominated in a currency other than Dollars were to be translated into Dollars on the basis of the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period, but would be in compliance with Section 6.15(a) if such Indebtedness that is denominated in a currency other than in Dollars were instead translated into Dollars on the basis of the average relevant currency exchange rates over such Test Period (taking into account the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness), then, solely for purposes of compliance with Section 6.15(a), the First Lien Leverage Ratio as of the last day of such Test Period shall be calculated on the basis of such average relevant currency exchange rates.

Appears in 2 contracts

Samples: Intercreditor Agreement (Cotiviti Holdings, Inc.), Intercreditor Agreement (Cotiviti Holdings, Inc.)

Currency Equivalents Generally. (a) For purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateArticle 1, all amounts incurred or proposed to be incurred in currencies Article 5, Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on Section 6.15(a) or (b) and the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article 7 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement, (any of the foregoing, a “specified transaction”), in a currency other than Dollars, no Default (i) the Dollar equivalent amount of a specified transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or Event any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of Default such specified transaction (which, in the case of any Restricted Payment, shall be deemed to have occurred solely as a result be the date of changes the declaration thereof and, in rates the case of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest and premium premiums (including tender premiums) thereon plus other amounts paid reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any specified transaction so long as such Sectionsspecified transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of Section 6.15(a) or (b) and the Financial Covenant and testing the Total Net Leverage Ratiocalculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered pursuant to Sections 5.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 6.23.04), as applicable, for the relevant Test Period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness; provided that the amount of any Indebtedness that is subject to a Debt FX Hedge shall be determined in accordance with the definition of “Consolidated Total Debt”. Notwithstanding the foregoing or anything to the contrary herein, to the extent that the Borrower would not be in compliance with Section 6.15(a) or (b) if any Indebtedness denominated in a currency other than Dollars were to be translated into Dollars on the basis of the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period, but would be in compliance with Section 6.15(a) or (b) if such Indebtedness that is denominated in a currency other than in Dollars were instead translated into Dollars on the basis of the average relevant currency exchange rates over such Test Period (taking into account the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness), then, solely for purposes of compliance with Section 6.15(b), the SecuredFirst Lien Net Leverage Ratio as of the last day of such Test Period shall be calculated on the basis of such average relevant currency exchange rates; provided that the amount of any Indebtedness that is subject to a Debt FX Hedge shall be determined in accordance with the definition of “Consolidated Total Debt”.

Appears in 2 contracts

Samples: Credit Agreement (ATI Physical Therapy, Inc.), Credit Agreement (ATI Physical Therapy, Inc.)

Currency Equivalents Generally. (a) For purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateSection 2.19, all amounts incurred Article 5, or proposed to be incurred in currencies other than Dollars shall be translated into Dollars at currency exchange rates then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance Article 6 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Sale and Lease-Back Transaction, affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement (any of the foregoing, a “specified transaction”), in a currency other than Dollars, no Default (i) the Dollar equivalent amount of a specified transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or Event any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of Default such specified transaction (which, in the case of any Restricted Payment, shall be deemed to have occurred solely as a result be the date of changes the declaration thereof and, in rates the case of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest and premium premiums (including tender premiums) thereon plus other amounts paid reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 (it being understood that amounts utilized under this clause (z) shall be deemed a utilization of the applicable Basket to Section 6.01) and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any specified transaction so long as such Sectionsspecified transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes the calculation of the Financial Covenant and testing the Total Net Leverage Ratiocompliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered pursuant to Section 6.25.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 3.04), as applicable, for the relevant Test Period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness.

Appears in 2 contracts

Samples: Term Loan Agreement (Daseke, Inc.), Term Loan Agreement (Daseke, Inc.)

Currency Equivalents Generally. (a) For Notwithstanding anything to the contrary in clause (b) below, for purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateArticle 5, all amounts incurred or proposed to be incurred in currencies Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article 7 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Sale and Lease-Back Transaction, affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement, (any of the foregoing, a “specified transaction”), in a currency other than Dollars, no Default (i) the equivalent amount in Dollars of a specified transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or Event any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of Default such specified transaction (which, in the case of any Restricted Payment, shall be deemed to have occurred solely as a result be the date of changes the declaration thereof and, in rates the case of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest and premium premiums (including tender premiums) thereon plus other amounts paid reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any specified transaction so long as such Sectionsspecified transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of the Financial Covenant and testing calculation of compliance with any financial ratio for purposes of taking any action hereunder (including for purposes of calculating compliance with the Total Net Leverage RatioIncremental Cap), on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered pursuant to Sections 5.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 6.23.04), as applicable, for the relevant Test Period; provided that the amount of any Indebtedness that is subject to a Debt FX Hedge shall be determined in accordance with the definition of “Consolidated Total Debt”.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Leslie's, Inc.), Term Loan Credit Agreement (Leslie's, Inc.)

Currency Equivalents Generally. (a) For purposes of any determination under Xxxxxxx 0, Xxxxxxx 00 (xxxxx than Section 10.11) or Section 11 or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, that (w) the Administrative Agent shall determine the Exchange Rate as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Alternate Currency Letters of Credit. Such Exchange Rate shall become effective as of such Revaluation Date and shall be the Exchange Rate employed in converting any amounts between Dollars and each Alternate Currency until the next Revaluation Date to occur, (x) for purposes of determining compliance with Section 10 with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred or Disposition, Distribution of Restricted Payment or payment of Junior Debt under Section 10.7 is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, if such Debt Indebtedness is incurred to Refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt Indebtedness does not exceed the principal amount of such Debt Indebtedness being Refinanced, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder Refinanced and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.8 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred or Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage RatioSection 10.11, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered financial statements pursuant to Section 6.29.1(a) or (b).

Appears in 2 contracts

Samples: Credit Agreement (Talos Energy Inc.), Credit Agreement (MBOW Four Star, L.L.C.)

Currency Equivalents Generally. (a) For purposes of any determination under Xxxxxxx 0, Xxxxxxx 00 (xxxxx than Section 10.11) or Section 11 or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with Section 10 with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Dividend or payment of Junior Debt under Section 10.7 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred or Disposition, Distribution of Dividend or payment of Junior Debt under Section 10.7 is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, if such Debt Indebtedness is incurred to Refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the 715000788 12406500715000788 12406500 relevant currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt Indebtedness does not exceed the principal amount of such Debt Indebtedness being Refinanced, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder Refinanced and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.8 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred or Disposition, Distribution Dividend or payment of Junior Debt under Section 10.7 may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage RatioSection 10.11, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered financial statements pursuant to Section 6.29.1(a) or (b).

Appears in 2 contracts

Samples: Credit Agreement (Samson Resources Corp), Credit Agreement (Samson Resources Corp)

Currency Equivalents Generally. (a) For purposes of any determination under Xxxxxxx 0, Xxxxxxx 00 (xxxxx than Section 10.11) or Section 11 or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, that (w) the Administrative Agent shall determine the Exchange Rate as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Alternate Currency Letters of Credit (such Exchange Rate shall become effective as of such Revaluation Date and shall be the Exchange Rate employed in converting any amounts between Dollars and each Alternate Currency until the next Revaluation Date to occur), (x) for purposes of determining compliance with Section 10 with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred or Disposition, Distribution of Restricted Payment or payment of Junior Debt under Section 10.7 is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, if such Debt Indebtedness is incurred to Refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt Indebtedness does not exceed the principal amount of such Debt Indebtedness being Refinanced, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder Refinanced and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.8 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred or Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage RatioSection 10.11, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered financial statements pursuant to Section 6.29.1(a) or (b).

Appears in 2 contracts

Samples: Credit Agreement (Athlon Energy Inc.), Credit Agreement (Athlon Energy Inc.)

Currency Equivalents Generally. (a) For purposes of any determination under any provision Any amount specified in this Agreement (other than in Article II, Article IX and Article X or as set forth in paragraph (b) or (c) of this Agreement requiring Section) or any of the use of a current exchange rate, all amounts incurred or proposed other Loan Documents to be incurred in currencies Dollars shall also include the dollar equivalent of such amount in any currency other than Dollars shall be translated into Dollars at currency exchange rates then in effect on Dollars. (b) Notwithstanding the date of such determination; providedforegoing, however, that (x) for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 with respect to the any amount of any DebtLiens, Investment, Disposition, Distribution Indebtedness or payment of Junior Debt Investment in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Lien, Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment may be incurred or Dispositionat any time under such Sections. (c) For purposes of determining compliance under Sections 7.02, Distribution 7.05 and 7.06, any amount in a currency other than Dollars will be converted to Dollars in a manner consistent with that used in calculating net income in the annual financial statements delivered pursuant to Section 6.01(a); provided, however, that the foregoing shall not be deemed to apply to the determination of payment any amount of Junior Debt is made, Indebtedness. (yd) for For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, the Dollar equivalent of the principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Debt Indebtedness is incurred to Refinance extend, replace, refund, refinance, renew or defease other Debt Indebtedness denominated in a foreign currency, and such Refinancing extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingextension, replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing Indebtedness does not exceed the principal amount of such Debt Indebtedness being Refinancedextended, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder and (z) for the avoidance of doubtreplaced, the foregoing provisions of this refunded, refinanced, renewed or defeased. Section 1.9 shall otherwise apply to such Sections, including with respect to determining whether any Debt or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage Ratio, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered Section 6.21.09

Appears in 1 contract

Samples: Credit Agreement (Utz Brands, Inc.)

Currency Equivalents Generally. (a) For purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateArticle 5, all amounts incurred Article 6 or proposed to be incurred in currencies other than Dollars shall be translated into Dollars at currency exchange rates then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance Article 7 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Affiliate transaction or payment other transaction, event or circumstance (any of Junior Debt the foregoing, a “specified transaction”) in a currency other than Dollars, no Default or Event the Dollar equivalent amount of Default a specified transaction shall be deemed to have occurred solely as a result of changes in rates calculated based on the rate of exchange occurring after quoted by the time Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such Debt or Investment rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such specified transaction (or, at the election of the Borrower, such other date as shall be applicable with respect to such specified transaction pursuant to Section 1.10(a)). Notwithstanding anything to the contrary set forth herein, (i) if any Indebtedness is incurred or Disposition, Distribution of payment of Junior Debt is made, assumed (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debtand, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest and premium premiums (including tender premiums) thereon plus other amounts paid reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 (or, if applicable, secured under Section 6.02) and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply currency exchange occurring after the time of any specified transaction (or, if applicable, as of such other time as is applicable to such Sections, including with respect specified transaction pursuant to determining whether any Debt or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage Ratio, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered Section 6.2immediately preceding sentence).

Appears in 1 contract

Samples: Credit Agreement (Cano Health, Inc.)

Currency Equivalents Generally. (a) For purposes of any determination under any provision of this Agreement Indenture requiring the use of a current exchange rate, all amounts incurred or proposed to be incurred in currencies other than Dollars United States dollars shall be translated into Dollars United States dollars at currency exchange rates then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution or similar payment of Junior Debt in a currency other than DollarsUnited States dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any DollarUnited States dollar-denominated restriction on the incurrence of DebtIndebtedness, if such Debt Indebtedness is incurred to Refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable DollarUnited States dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such DollarUnited States dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt Indebtedness does not exceed the principal amount of such Debt Indebtedness being Refinanced, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.06 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Consolidated Net Leverage Secured Debt Ratio and the Fixed Charge Coverage Ratio, amounts in currencies other than Dollars United States dollars shall be translated into Dollars United States dollars at the applicable exchange rates used in preparing the most recently delivered reports under Section 6.24.03. Each provision of this Indenture shall be subject to such reasonable changes of construction as the Collateral Agent may from time to time specify with the Company’s consent (such consent not to be unreasonably withheld) and with the consent of the Required Holders to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency.

Appears in 1 contract

Samples: Indenture (ProFrac Holding Corp.)

Currency Equivalents Generally. (a) For purposes of any determination under Section 6, Section 7 (other than Section 7.09) or Section 8 or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with Section 7 with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 7.08 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred Incurred or Disposition, Distribution of Restricted Payment or payment of Junior Debt under Section 7.08 is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence Incurrence of DebtIndebtedness, if such Debt Indebtedness is incurred Incurred to Refinance refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate Exchange Rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinanced Indebtedness does not exceed the principal amount of such Debt Indebtedness being Refinanced, Refinanced except by an amount equal to the unpaid accrued interest and premium thereon plus other reasonable amounts paid paid, and fees and expenses incurred reasonably Incurred, in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred Incurred or Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 7.08 may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage RatioSection 7.09, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates Exchange Rates used in preparing the most recently delivered Section 6.2Section

Appears in 1 contract

Samples: Credit Agreement

Currency Equivalents Generally. (a) For purposes of any determination under Article 9, Article 10 (other than Section 10.11) or Article 11 or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with Article 10 with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred or Disposition, Distribution of Restricted Payment or payment of Junior Debt under Section 10.7 is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed or first incurred (whichever yields the lower Dollar equivalent), in the case of revolving credit debt (provided that if such Debt Indebtedness is incurred to Refinance refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt Indebtedness does not exceed (i) the principal amount of such Debt Indebtedness being RefinancedRefinanced plus (ii) the aggregate amount of fees, except by an amount equal to the accrued interest underwriting discounts, premiums (including tender premiums) and premium thereon plus other amounts paid and fees costs and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder refinancing) and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.8 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred or Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage RatioSection 10.11, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered financial statements pursuant to Section 6.29.1(a) or (b).

Appears in 1 contract

Samples: Credit Agreement (Magnolia Oil & Gas Corp)

Currency Equivalents Generally. (a) For purposes of any determination by BPR under Article 4 hereof (other than calculating compliance with any financial ratio for purposes of taking any action under this Indenture) or any determination under any other provision of this Agreement requiring Indenture (any of the use foregoing, a “Specified Transaction”), in a currency other than U.S. dollars, (i) the equivalent amount in U.S. dollars of a current exchange rate, all amounts incurred or proposed to be incurred Specified Transaction in currencies a currency other than Dollars U.S. dollars shall be translated into Dollars at currency calculated based on the rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates then as may be reasonably selected by BPR) for such foreign currency, as in effect on the date of such determination; providedSpecified Transaction (which, however, that (x) for purposes of determining compliance with respect to in the amount case of any DebtRestricted Payment, Investmentshall be deemed to be the date of the declaration thereof and, Dispositionin the case of the incurrence of Indebtedness, Distribution shall be deemed to be on the date first committed); provided that if any Indebtedness is incurred (and, if applicable, associated Lien granted) to refinance or payment of Junior Debt replace other Indebtedness denominated in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debt, if such Debt is incurred to Refinance other Debt denominated in a foreign currencyU.S. dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable DollarU.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such DollarU.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest and premium premiums (including tender premiums) thereon plus other amounts paid reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 4.08 hereof and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any Specified Transaction so long as such SectionsSpecified Transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of the Financial Covenant and testing the Total Net Leverage Ratiocalculating compliance with any financial ratio for purposes of taking any action under this Indenture, on any relevant date of determination, amounts denominated in currencies other than Dollars U.S. dollars shall be translated into Dollars U.S. dollars by BPR at the applicable currency exchange rates rate used in preparing the most recently delivered Section 6.2recent internal financial statements for the relevant period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the U.S. dollar equivalent amount of such Indebtedness.

Appears in 1 contract

Samples: Indenture (Brookfield Property REIT Inc.)

Currency Equivalents Generally. (a) For any purposes hereunder, the principal amount of any determination under any provision of this Agreement requiring the use of Indebtedness denominated in a current exchange rate, all amounts incurred or proposed to be incurred in currencies currency other than Dollars shall be translated into Dollars calculated at all times based on the relevant currency exchange rates then rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such determination; provided, however, that (x) for purposes of determining compliance with respect Indebtedness is incurred to the amount of any Debt, Investment, Disposition, Distribution or payment of Junior Debt refinance other Indebtedness denominated in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debt, if such Debt is incurred to Refinance other Debt denominated in a foreign currency, and such Refinancing refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing Indebtedness does not exceed (i) the principal amount of such Debt Indebtedness being Refinancedrefinanced (plus unused commitments thereunder) plus (without duplication) (ii) the amount of any accrued and unpaid interest, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees any fees, costs and expenses and premiums associated therewith or incurred in connection with the incurrence of such Refinancing plus an refinancing Indebtedness, and any other reasonable amount equal paid in connection therewith. The principal amount of any Indebtedness incurred to any existing commitment unutilized and letters refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall at all times be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of credit undrawn thereunder and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 shall otherwise apply to such Sections, including with respect to determining whether any Debt or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage Ratio, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered Section 6.2refinancing.

Appears in 1 contract

Samples: Security Agreement (SolarWinds Corp)

Currency Equivalents Generally. (a) For purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateArticle 1, all amounts incurred or proposed to be incurred in currencies Article 5, Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article 7 with respect to any Affiliate transaction, the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, DispositionDisposition or other transaction, Distribution event or payment circumstance, or any determination under any other provision of Junior Debt this Agreement, (any of the foregoing, a “specified transaction”), in a currency other than Dollars, no Default (i) the Dollar equivalent amount of a specified transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or Event any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of Default such specified transaction (which, in the case of any Restricted Payment, shall be deemed to have occurred solely as a result be the date of changes the declaration thereof and, in rates the case of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest and premium premiums (including tender premiums) thereon plus other amounts paid reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment unutilized and letters of credit undrawn thereunder and (z) any additional amount permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any specified transaction so long as such Sectionsspecified transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of the Financial Covenant and testing the Total Net Leverage Ratiocalculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered pursuant to Sections 5.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 6.23.04), as applicable, for the relevant Test Period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness; provided that the amount of any Indebtedness that is subject to a Debt FX Hedge shall be determined in accordance with the definition of “Consolidated Total Debt”.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Sovos Brands, Inc.)

Currency Equivalents Generally. (a) For Notwithstanding anything to the contrary in clause (b) below, for purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateArticle 5, all amounts incurred or proposed to be incurred in currencies Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on Section 6.15 and the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article 7 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Sale and Lease-Back Transaction, affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement (any of the foregoing, a “relevant transaction”), in a currency other than Dollars, no Default or Event (i) the Dollar equivalent amount of Default a relevant transaction in a currency other than Dollars shall be deemed to have occurred solely as a result of changes in rates calculated based on the rate of exchange occurring after quoted by the time Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such relevant transaction (which, in the case of any Restricted Payment, Restricted Debt Payment, Investment, Disposition or Investment incurrence of Indebtedness, shall be determined as set forth in Section 1.04(e)); provided, that if any Indebtedness is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debtand, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-Dollar- denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest interest, penalties and premium premiums (including tender premiums) thereon plus underwriting discounts and other amounts paid and fees customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payment) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any relevant transaction so long as such Sectionsrelevant transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of Section 6.15 and the Financial Covenant and testing the Total Net Leverage Ratiocalculation of compliance with any financial ratio for purposes of taking any action hereunder on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered pursuant to Sections 5.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 6.23.04), as applicable, for the relevant Test Period. Notwithstanding the foregoing or anything to the contrary herein, to the extent that the Borrower would not be in compliance with Section 6.15(a) if any Indebtedness denominated in a currency other than Dollars were to be translated into Dollars on the basis of the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period, but would be in compliance with Section 6.15(a) if such Indebtedness that is denominated in a currency other than in Dollars were instead translated into Dollars on the basis of the average relevant currency exchange rates over such Test Period (taking into account the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness), then, solely for purposes of compliance with Section 6.15(a), the First Lien Leverage Ratio as of the last day of such Test Period shall be calculated on the basis of such average relevant currency exchange rates.

Appears in 1 contract

Samples: Security Agreement (Isos Acquisition Corp.)

Currency Equivalents Generally. (a) For purposes of any determination under Section 9, Section 10 (other than for purposes of calculating the Consolidated First Lien Debt to Consolidated EBITDA Ratio, the Consolidated Secured Debt to Consolidated EBITDA Ratio, the Consolidated Total Debt to Consolidated EBITDA Ratio or the Consolidated EBITDA to Fixed Charges Ratio) or Section 11 or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred Incurred (or in the case of any delayed draw or revolving credit facility, the date first committed or first Incurred (whichever yields the lower Dollar Equivalent) or proposed to be incurred Incurred (or committed) in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with Section 10 with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred Incurred (or committed) or Disposition, Distribution of Restricted Payment or payment of Junior Debt under Section 10.7 is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence Incurrence (or commitment) of DebtIndebtedness, if such Debt Indebtedness is incurred Incurred (or committed) to Refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate Exchange Rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount (or accreted amount) of the Indebtedness that is Incurred (or committed) to Refinance such Refinanced Debt Indebtedness does not exceed the principal amount (or accreted amount) of such Debt Indebtedness being Refinanced, except by an amount equal to the accrued interest interest, dividends and premium (including tender premiums), if any, thereon plus defeasance costs, underwriting discounts and other amounts paid and fees and expenses incurred (including OID, closing payments, upfront fees and similar fees) Incurred (or committed) in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder plus additional amounts permitted to be incurred under Section 10.1 and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.8 shall -82- otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred Incurred (or committed) or Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 may be made at any time under such Sections. For purposes of calculating the Financial Covenant Consolidated First Lien Debt to Consolidated EBITDA Ratio, the Consolidated Secured Debt to Consolidated EBITDA Ratio, the Consolidated Total Debt to Consolidated EBITDA Ratio and testing the Total Net Leverage Consolidated EBITDA to Fixed Charges Ratio, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered financial statements pursuant to Section 6.29.1(a) or Section 9.1(b), or, prior to the Closing Date, the Historical Financial Statements, as applicable, for the relevant Test Period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedging Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness. Any determinations as to the Dollar Equivalent of Revolving Credit Loans or Letters of Credit denominated in an Alternative Currency, the amount of fees owing in respect of Letters of Credit denominated in an Alternative Currency and the amount of Unpaid Drawings owing to the Letter of Credit Issuer shall be made by the Administrative Agent as of the most recent Revaluation Date and such determination shall be conclusive absent manifest error.

Appears in 1 contract

Samples: Credit Agreement (Snap One Holdings Corp.)

Currency Equivalents Generally. (a) For purposes of any determination under Section 9, Section 10 (other than for purposes of calculating the Consolidated First Lien Debt to Consolidated EBITDA Ratio, the Consolidated Secured Debt to Consolidated EBITDA Ratio, the Consolidated Total Debt to Consolidated EBITDA Ratio or the Consolidated EBITDA to Consolidated Interest Expense Ratio) or Section 11 or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred Incurred or proposed to be incurred Incurred in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with Section 10 with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred Incurred or Disposition, Distribution of Restricted Payment or payment of Junior Debt under Section 10.6(a) is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence Incurrence of DebtIndebtedness, if such Debt Indebtedness is incurred Incurred to Refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate Exchange Rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount (or accreted amount) of the Indebtedness that is Incurred to Refinance such Refinanced Debt Indebtedness does not exceed the principal amount (or accreted amount) of such Debt Indebtedness being Refinanced, except by an amount equal to the accrued interest interest, dividends and premium (including tender premiums), if any, thereon plus defeasance costs, underwriting discounts and other amounts paid and fees and expenses (including OID, closing payments, upfront fees and similar fees) incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.8 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred Incurred or Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.6(a) may be made at any time under such Sections. For purposes of calculating the Financial Covenant Consolidated First Lien Debt to Consolidated EBITDA Ratio, the Consolidated Secured Debt to Consolidated EBITDA Ratio, the Consolidated Total Debt to Consolidated EBITDA Ratio and testing the Total Net Leverage Consolidated EBITDA to Consolidated Interest Expense Ratio, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered financial statements pursuant to Section 6.29.1(a) or Section 9.1(b) or, prior to the Closing Date, the Historical Financial Statements.

Appears in 1 contract

Samples: Intercompany Loan Agreement (Grocery Outlet Holding Corp.)

Currency Equivalents Generally. (a) For any purposes hereunder, the principal amount of any determination under any provision of this Agreement requiring the use of Indebtedness denominated in a current exchange rate, all amounts incurred or proposed to be incurred in currencies currency other than Dollars shall be translated into Dollars calculated at all times based on the relevant currency exchange rates then rate in effect on the date such Indebtedness was incurred, in the case of term debt (provided that the principal amount of term loans incurred under the First Lien Credit Agreement on the date hereof in a currency other than Dollars shall be calculated based on the relevant exchange rate in effect on the date such determination; providedterm loans were allocated in primary syndication, however, that which rate was 1.08695652173913 (x) for purposes of determining compliance with respect rounded upward to the amount nearest Dollar)), or first committed, in the case of any Debt, Investment, Disposition, Distribution or payment of Junior Debt revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debt, if such Debt is incurred to Refinance other Debt denominated in a foreign currency, and such Refinancing refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing Indebtedness does not exceed (i) the principal amount of such Debt Indebtedness being Refinancedrefinanced (plus unused commitments thereunder) plus (without duplication) (ii) the amount of any accrued and unpaid interest, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees any fees, costs and expenses and premiums associated therewith or incurred in connection with the incurrence of such Refinancing plus an refinancing Indebtedness, and any other reasonable amount equal paid in connection therewith. The principal amount of any Indebtedness incurred to any existing commitment unutilized and letters refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall at all times be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of credit undrawn thereunder and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 shall otherwise apply to such Sections, including with respect to determining whether any Debt or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage Ratio, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered Section 6.2refinancing.

Appears in 1 contract

Samples: First Lien Credit Agreement (SolarWinds Corp)

Currency Equivalents Generally. (a) For purposes of any determination under Article VIII, Article IX or Article X or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, that (xi) for purposes of determining compliance with Article IX with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 9.7 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred or Disposition, Distribution of Restricted Payment or payment of Junior Debt under Section 9.7 is made, (yii) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, if such Debt Indebtedness is incurred to Refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt Indebtedness does not exceed the principal amount of such Debt Indebtedness being Refinanced, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder Refinanced and (ziii) for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.8 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred or Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 9.7 may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage Ratio, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered Section 6.2.

Appears in 1 contract

Samples: Collateral Trust Agreement (Chesapeake Energy Corp)

Currency Equivalents Generally. (a) For Notwithstanding the foregoing, for purposes of any determination under Section 2.21(a), Article 5, Article 6 (other than the calculation of compliance with any financial ratio for purposes of taking any action hereunder) or Article 7 with respect to the amount of any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Sale and Lease-Back Transaction, Affiliate transaction or other transaction, event or circumstance, or any determination under any other provision of this Agreement expressly requiring the use of a current exchange rate, all amounts incurred or proposed to be incurred in currencies other than Dollars shall be translated into Dollars at currency exchange rates then in effect on (any of the date of such determination; providedforegoing, howevera “subject transaction”), that (x) for purposes of determining compliance with respect to the amount of any Debt, Investment, Disposition, Distribution or payment of Junior Debt in a currency other than Dollars, no Default (i) the Dollar equivalent amount of a subject transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or Event any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such alternate currency, as in effect at 11:00 a.m. (London time) on the date of Default such subject transaction (which, in the case of any Restricted Payment, shall be deemed to have occurred solely as a result be the date of changes the declaration thereof and, in rates the case of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest and premium premiums (including tender premiums) thereon plus other amounts paid reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any subject transaction so long as such Sectionssubject transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of the Financial Covenant and testing the Total Net Leverage Ratiocalculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered Section 6.2pursuant to Sections 5.01(a) or (b), as applicable, for the relevant Test Period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness.

Appears in 1 contract

Samples: Assignment and Assumption (Interline Brands, Inc./De)

Currency Equivalents Generally. Any amount specified in this Agreement (aother than in Article II or as otherwise expressly provided herein or in any of the other Loan Documents) to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount thereof in the applicable currency to be determined by the Administrative Agent at such time on the basis of the Spot Rate (as defined below) for the purchase of such currency with Dollars. For purposes of any determination under any provision of this Agreement requiring Section 1.07, the use of “Spot Rate” for a current exchange rate, all amounts incurred or proposed currency means the rate determined by the Administrative Agent to be incurred the rate quoted by the Person acting in currencies other than Dollars shall be translated into Dollars such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at currency exchange rates then in effect approximately 11:00 a.m. on the date two Business Days prior to the date of such determination; provided, however, provided that (x) the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency. For purposes of determining this Agreement and the other Loan Documents, where the permissibility of a transaction or determinations of required actions or circumstances depend upon compliance with respect to the amount of any Debtwith, Investmentor are determined by reference to, Disposition, Distribution or payment of Junior Debt amounts stated in a currency other than Dollars, no Default unless the context of this Agreement or Event of Default any other Loan Document clearly requires otherwise, such amounts shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with refer to Dollars and any Dollar-denominated restriction requisite currency translation shall be based on the incurrence Spot Rate and the permissibility of Debtactions already taken shall not be affected by subsequent fluctuations in the Spot Rate. All certificates, if such Debt is incurred to Refinance reports and notices delivered under this Agreement shall express any amounts, calculations or determinations in Dollars. Wherever in this Agreement and the other Debt denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt does not exceed the principal amount of such Debt being Refinanced, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred Loan Documents in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder and (z) for the avoidance of doubta borrowing, the foregoing provisions of this Section 1.9 shall otherwise apply to such Sectionsconversion, including with respect to determining whether any Debt continuation or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sections. For purposes prepayment of the Financial Covenant and testing Term Loan, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but the Total Net Leverage RatioTerm Loan is to be denominated in Canadian Dollars, amounts in currencies other than Dollars such amount shall be translated into Dollars at the applicable exchange rates used same dollar figure but denominated in preparing Canadian Dollars. Principal, interest, reimbursement obligations, cash collateral for reimbursement obligations, fees, and all other amounts payable to the most recently delivered Section 6.2Agents, Lenders or other Credit Parties under this Agreement and the other Loan Documents shall be payable (except as otherwise specifically provided herein) in the currency in which such Obligations are denominated.

Appears in 1 contract

Samples: Credit Agreement (Childrens Place, Inc.)

Currency Equivalents Generally. (a) For purposes of any determination under Section 9, Section 10 (other than for purposes of calculating the Consolidated First Lien Debt to Consolidated EBITDA Ratio, the Consolidated Secured Debt to Consolidated EBITDA Ratio, the Consolidated Total Debt to Consolidated EBITDA Ratio or the Consolidated EBITDA to Fixed Charges Ratio) or Section 11 or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred Incurred (or in the case of any delayed draw or revolving credit facility, the date first committed or first Incurred (whichever yields the lower Dollar Equivalent) or proposed to be incurred Incurred (or committed) in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with Section 10 with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred Incurred (or committed) or Disposition, Distribution of Restricted Payment or payment of Junior Debt under Section 10.7 is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence Incurrence (or commitment) of DebtIndebtedness, if such Debt Indebtedness is incurred Incurred (or committed) to Refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate Exchange Rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount (or accreted amount) of the Indebtedness that is Incurred (or committed) to Refinance such Refinanced Debt Indebtedness does not exceed the principal amount (or accreted amount) of such Debt Indebtedness being Refinanced, except by an amount equal to the accrued interest interest, dividends and premium (including tender premiums), if any, thereon plus defeasance costs, underwriting discounts and other amounts paid and fees and expenses incurred (including OID, closing payments, upfront fees and similar fees) Incurred (or committed) in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder plus additional amounts permitted to be incurred under Section 10.1 and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.8 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred Incurred (or committed) or Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 may be made at any time under such Sections. For purposes of calculating the Financial Covenant Consolidated First Lien Debt to Consolidated EBITDA Ratio, the Consolidated Secured Debt to Consolidated EBITDA Ratio, the Consolidated Total Debt to Consolidated EBITDA Ratio and testing the Total Net Leverage Consolidated EBITDA to Fixed Charges Ratio, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered financial statements pursuant to Section 6.29.1(a) or Section 9.1(b), or, prior to the Closing Date, the Historical Financial Statements, as applicable, for the relevant Test Period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedging Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness. Any determinations as to the Dollar Equivalent of Revolving Credit Loans or Letters of Credit denominated in an Alternative Currency, the amount of fees owing in respect of Letters of Credit denominated in an Alternative Currency and the amount of Unpaid Drawings owing to the Letter of Credit Issuer shall be made by the Administrative Agent as of the most recent Revaluation Date and such determination shall be conclusive absent manifest error.

Appears in 1 contract

Samples: Credit Agreement (MultiPlan Corp)

Currency Equivalents Generally. (a) For Notwithstanding anything to the contrary in clause (b) below, for purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateArticle 5, all amounts incurred or proposed to be incurred in currencies Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on Section 6.15 and the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article 7 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Sale and Lease-Back Transaction, Affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement (any of the foregoing, a “relevant transaction”), in a currency other than Dollars, no Default or Event (i) the Dollar Equivalent amount of Default a relevant transaction in a currency other than Dollars shall be deemed to have occurred solely as a result of changes in rates calculated based on the rate of exchange occurring after quoted by the time Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such relevant transaction (which, in the case of any Restricted Payment, Restricted Debt Payment, Investment, Disposition or Investment incurrence of Indebtedness, shall be determined as set forth in Section 1.04(e)); provided, that if any Indebtedness is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debtand, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest interest, penalties and premium premiums (including tender premiums) thereon plus underwriting discounts and other amounts paid and fees customary fees, closing payments, commissions and expenses (including upfront fees, closing payments, original issue discount or initial yield payment) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any relevant transaction so long as such Sectionsrelevant transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of Section 6.15 and the Financial Covenant and testing calculation of compliance with any financial ratio for purposes of taking any action hereunder (including for purposes of calculating availability under the Total Net Leverage RatioIncremental Cap) on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered pursuant to Sections 5.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 6.23.04(a)), as applicable, for the relevant Test Period and, at the option of the Borrower, will reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar Equivalent amount of such Indebtedness).

Appears in 1 contract

Samples: First Lien Credit Agreement (Ranpak Holdings Corp.)

Currency Equivalents Generally. (a) i.For purposes of any determination under Section 9, Section 10 (other than Section 10.9 or 10.10) or Section 11 or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, provided that (x) for purposes of determining compliance with Section 10 with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Dividend or payment of Junior Debt under Section 10.7 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred or Disposition, Distribution of Dividend or payment of Junior Debt under Section 10.7 is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, if such Debt Indebtedness is incurred to Refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt Indebtedness does not exceed the principal amount of such Debt Indebtedness being Refinanced, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder Refinanced and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred or Disposition, Distribution Dividend or payment of Junior Debt under Section 10.7 may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage RatioSection 10.9 or 10.10, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates Exchange Rate(s) used in preparing the most recently delivered financial statements pursuant to Section 6.29.1(a) or (b).

Appears in 1 contract

Samples: Credit Agreement (LPL Financial Holdings Inc.)

Currency Equivalents Generally. (a) For purposes of any determination under Section 2.21(a), Article 5, Article 6 (other than the calculation of compliance with any financial ratio for purposes of taking any action hereunder) or Article 7 with respect to the amount of any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Sale and Lease-Back Transaction, Affiliate transaction or other transaction, event or circumstance, or any determination under any other provision of this Agreement expressly requiring the use of a current exchange raterate (any of the foregoing, all amounts incurred or proposed to be incurred in currencies other than Dollars shall be translated into Dollars at currency exchange rates then in effect on the date of such determination; provideda “subject transaction”), however, that (x) for purposes of determining compliance with respect to the amount of any Debt, Investment, Disposition, Distribution or payment of Junior Debt in a currency other than Dollars, no Default (i) the Dollar equivalent amount of a subject transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or Event any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such alternate currency, as in effect at 11:00 a.m. (London time) on the date of Default such subject transaction (which, in the case of any Restricted Payment, shall be deemed to have occurred solely as a result be the date of changes the declaration thereof and, in rates the case of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest and premium premiums (including tender premiums) thereon plus other amounts paid reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under other clauses of Section 6.01; and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any subject transaction so long as such Sectionssubject transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of the Financial Covenant and testing the Total Net Leverage Ratiocalculation of any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered pursuant to Sections 5.01(a) or (b), as applicable (or, prior to the first such delivery, referred to in Section 6.23.04), for the relevant Test Period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness.

Appears in 1 contract

Samples: Credit Agreement (PSAV, Inc.)

Currency Equivalents Generally. (a) For Notwithstanding anything to the contrary in clause (b) below, for purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateArticle 5, all amounts incurred or proposed to be incurred in currencies Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article 7 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment Transaction, Investment, Disposition, Distribution Affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement (any of the foregoing, a “relevant transaction”), in a currency other than Dollars, no Default or Event (i) the Dollar equivalent amount of Default a relevant transaction in a currency other than Dollars shall be deemed to have occurred solely as a result of changes in rates calculated based on the rate of exchange occurring after quoted by the time Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such Debt rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Company) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such relevant transaction (which, in the case of any Restricted Payment Transaction, Investment, Disposition or Investment incurrence of Indebtedness, shall be determined as set forth in Section 1.04(e)); provided, that if any Indebtedness is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debtand, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest interest, penalties and premium premiums (including tender premiums) thereon plus underwriting discounts and other amounts paid and fees customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payment) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any relevant transaction so long as such Sectionsrelevant transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of the Financial Covenant and testing calculation of compliance with any financial ratio for purposes of taking any action hereunder (including for purposes of calculating compliance with the Total Net Leverage RatioIncremental Cap) on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered pursuant to Sections 5.01(a)(i) or (ii) (or, prior to the first such delivery, the financial statements referred to in Section 6.23.04(a)), as applicable, for the relevant Test Period and, at the option of the Company, will reflect the currency translation effects, determined in accordance with GAAP, of Hedging Agreements permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness.

Appears in 1 contract

Samples: Credit Agreement (Victoria's Secret & Co.)

Currency Equivalents Generally. (a) For purposes of any determination under Article IX, Article X (other than Section 10.11) or Article XI or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, that (xi) for purposes of determining compliance with Article X with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred or Disposition, Distribution of Restricted Payment or payment of Junior Debt under Section 10.7 is made, (yii) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, if such Debt Indebtedness is incurred to Refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt Indebtedness does not exceed the principal amount of such Debt Indebtedness being Refinanced, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder Refinanced and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.8 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred or Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage RatioSection 10.11, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered financial statements pursuant to Section 6.29.1(a) or (b). Notwithstanding [CREDIT AGREEMENT] anything herein to the contrary, for purposes of determining the amount of any obligation to be included in the calculation of Consolidated Indebtedness that is denominated in a foreign currency, if such obligation is effectively subject to an applicable cross-currency Hedge Agreement, then such calculation shall be made with respect to such obligation on the basis of the rate(s) as provided in such Hedge Agreement (and not on the basis of the then-current foreign exchange rate).

Appears in 1 contract

Samples: Credit Agreement (Chesapeake Energy Corp)

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Currency Equivalents Generally. (a) For purposes of any determination under Article VIII, Article IX or Article X or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with Article IX with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 9.7 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred or Disposition, Distribution of Restricted Payment or payment of Junior Debt under Section 9.7 is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, if such Debt Indebtedness is incurred to Refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt Indebtedness does not exceed the principal amount of such Debt Indebtedness being Refinanced, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder Refinanced and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.8 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred or Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 9.7 may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage Ratio, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered Section 6.237

Appears in 1 contract

Samples: Intercreditor Agreement (Lilis Energy, Inc.)

Currency Equivalents Generally. (ai)Notwithstanding anything to the contrary in clause (b) For below, for purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateArticle 5, all amounts incurred or proposed to be incurred in currencies Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article 7 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment Transaction, Investment, Disposition, Distribution Affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement (any of the foregoing, a “relevant transaction”), in a currency other than Dollars, no Default or Event (i) the Dollar equivalent amount of Default a relevant transaction in a currency other than Dollars shall be deemed to have occurred solely as a result of changes in rates calculated based on the rate of exchange occurring after quoted by the time Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such Debt rate does not appear on any Bloomberg Page, by reference to such other [[56622096068574]] publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Company) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such relevant transaction (which, in the case of any Restricted Payment Transaction, Investment, Disposition or Investment incurrence of Indebtedness, shall be determined as set forth in Section 1.04(e)); provided, that if any Indebtedness is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debtand, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest interest, penalties and premium premiums (including tender premiums) thereon plus underwriting discounts and other amounts paid and fees customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payment) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any relevant transaction so long as such Sectionsrelevant transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of the Financial Covenant and testing calculation of compliance with any financial ratio for purposes of taking any action hereunder (including for purposes of calculating compliance with the Total Net Leverage RatioIncremental Cap) on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered pursuant to Sections 5.01(a)(i) or (ii) (or, prior to the first such delivery, the financial statements referred to in Section 6.23.04(a)), as applicable, for the relevant Test Period and, at the option of the Company, will reflect the currency translation effects, determined in accordance with GAAP, of Hedging Agreements permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness.

Appears in 1 contract

Samples: First Lien Credit Agreement (Victoria's Secret & Co.)

Currency Equivalents Generally. Any amount specified in this Agreement (aother than in Articles II, IX and X) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount thereof in the applicable currency to be determined by the Administrative Agent at such time on the basis of the Spot Rate (as defined below) for the purchase of such currency with Dollars. For purposes of this Section 1.06, the “Spot Rate” for a currency means the rate determined by the Administrative Agent to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 1:00 p.m. on the date two Business Days prior to the date of such determination; provided, that the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency. Notwithstanding the foregoing, for purposes of any determination under Article VI, Article VII (other than Section 7.11) or Article VIII or any determination under any other provision of this Agreement expressly requiring the use of a current exchange rate, all amounts incurred incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at currency exchange rates then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with Article VII with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Disposition or payment of Junior Debt Restricted Payment in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred or DispositionDisposition or Restricted Payment made; provided, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debt, if such Debt is incurred to Refinance other Debt denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt does not exceed the principal amount of such Debt being Refinanced, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder and (z) that for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.06 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred or Disposition, Distribution Disposition or payment of Junior Debt may be Restricted Payment made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage RatioSection 7.11, amounts in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates used in preparing the Holding’s most recently delivered Section 6.2financial statements.

Appears in 1 contract

Samples: Credit Agreement (Spansion Inc.)

Currency Equivalents Generally. (a) For Notwithstanding anything to the contrary in clause (b) below, for purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateArticle 5, all amounts incurred or proposed to be incurred in currencies Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on Section 6.15 and the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article 7 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Sale and Lease-Back Transaction, Affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement (any of the foregoing, a “relevant transaction”), in a currency other than Dollars, no Default or Event (i) the Dollar equivalentEquivalent amount of Default a relevant transaction in a currency other than Dollars shall be deemed to have occurred solely as a result of changes in rates calculated based on the rate of exchange occurring after quoted by the time Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such relevant transaction (which, in the case of any Restricted Payment, Restricted Debt Payment, Investment, Disposition or Investment incurrence of Indebtedness, shall be determined as set forth in Section 1.04(e)); provided, that if any Indebtedness is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debtand, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest interest, penalties and premium premiums (including tender premiums) thereon plus underwriting discounts and other amounts paid and fees customary fees, closing payments, commissions and expenses (including upfront fees, closing payments, original issue discount or initial yield payment) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any relevant transaction so long as such Sectionsrelevant transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of Section 6.15 and the Financial Covenant and testing calculation of compliance with any financial ratio for purposes of taking any action hereunder (including for purposes of calculating availability under the Total Net Leverage RatioIncremental Cap) on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered pursuant to Sections 5.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 6.23.04(a)), as applicable, for the relevant Test Period and, at the option of the Borrower, will reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalentEquivalent amount of such Indebtedness).

Appears in 1 contract

Samples: First Lien Credit Agreement (Ranpak Holdings Corp.)

Currency Equivalents Generally. (a) For purposes Any amount specified in this Agreement (other than in Articles II, IX and X, in the calculation of the Borrowing Base, or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, at the Dollar Equivalent thereof; provided that the determination of any determination amount shall, as applicable, be made in accordance with Section 1.08(b). The Borrowing Base shall be calculated based on the Dollar Equivalent of any amounts thereof which are not denominated in Dollars. At each time of determination, all Credit Extensions shall be determined in the Dollar Equivalent thereof (including in determining whether any conditions precedent have been satisfied in connection with the making of such Credit Extension). Unless expressly provided otherwise in this Agreement or any other Loan Document, all Letter of Credit Disbursements made under any provision Letter of this Agreement requiring the use of a current exchange rate, all amounts incurred or proposed to be incurred Credit denominated in currencies any currency other than Dollars shall be translated into repaid by the applicable Loan Parties in the currency in which such Letter of Credit Disbursement was made. If and to the extent this Agreement or any other Loan Document requires that any Letter of Credit be cash collateralized by a Loan Party, then the cash provided as collateralization thereof shall be in the currency in which such Letter of Credit is denominated. In all other cases, if and to the extent the Dollar Equivalent of any cash collateral held in respect of any Letter of Credit denominated in any currency other than Dollars is, at currency exchange rates then in effect on any time, less than the date cash collateral otherwise required with respect to such Letter of Credit, the Administrative Agent may require payment from the party responsible for paying such cash collateral or apply proceeds or take such other actions as may be necessary to cause the Dollar Equivalent of such determination; providedcash collateral to equal the amount required therefor. Notwithstanding the foregoing, however, that (x) for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 with respect to the any amount of any Debt, Investment, Disposition, Distribution Indebtedness or payment of Junior Debt Investment in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange the Exchange Rate occurring after the time such Debt Indebtedness or Investment is incurred or Dispositionincurred; provided that, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debt, if such Debt is incurred to Refinance other Debt denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt does not exceed the principal amount of such Debt being Refinanced, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage Ratio, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered Section 6.2.

Appears in 1 contract

Samples: Credit Agreement (Performance Food Group Co)

Currency Equivalents Generally. (a) For purposes of any determination under any provision of this Agreement requiring the use of a current exchange rate‎Article 5, all amounts incurred or proposed to be incurred in currencies Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on ‎Section 6.15 and the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or ‎Article 7 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Sale and Lease-Back Transaction, affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement (any of the foregoing, a “relevant transaction”), in a currency other than Dollars, no Default or Event (i) the Dollar equivalent amount of Default a relevant transaction in a currency other than Dollars shall be deemed to have occurred solely as a result of changes in rates calculated based on the rate of exchange occurring after quoted by the time Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Parent Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such relevant transaction (which, in the case of any Restricted Payment, Restricted Debt Payment, Investment, Disposition or Investment incurrence of Indebtedness, shall be determined as set forth in ‎Section 1.04(e)); provided, that if any Indebtedness is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debtand, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest interest, penalties and premium premiums (including tender premiums) thereon plus underwriting discounts and other amounts paid and fees customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payment) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under ‎Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any relevant transaction so long as such Sectionsrelevant transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause ‎(i). For purposes of ‎Section 6.15 and the Financial Covenant and testing calculation of compliance with any financial ratio for purposes of taking any action hereunder (including for purposes of calculating availability under the Total Net Leverage RatioIncremental Cap) on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered Section 6.2pursuant to Sections ‎5.01(a) or ‎(b) (or, prior to the first such delivery, the financial statements referred to in ‎Section 3.04), as applicable, for the relevant Test Period. Notwithstanding the foregoing or anything to the contrary herein, to the extent that the Parent Borrower would not be in compliance with ‎Section 6.15(a) if any Indebtedness denominated in a currency other than Dollars were to be translated into Dollars on the basis of the applicable currency exchange rate used in preparing the financial statements delivered pursuant to ‎Section 5.01(a) or ‎(b), as applicable, for the relevant Test Period, but would be in compliance with ‎Section 6.15(a) if such Indebtedness that is denominated in a currency other than in Dollars were instead translated into Dollars on the basis of the average relevant currency exchange rates over such Test Period (taking into account the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness), then, solely for purposes of compliance with ‎Section 6.15(a), the First Lien Leverage Ratio as of the last day of such Test Period shall be calculated on the basis of such average relevant currency exchange rates.

Appears in 1 contract

Samples: Credit Agreement (Ryman Hospitality Properties, Inc.)

Currency Equivalents Generally. (a) For Notwithstanding the foregoing, for purposes of any determination under Section 2.21(a), Article 5, Article 6 (other than the calculation of compliance with any financial ratio for purposes of taking any action hereunder) or Article 7 with respect to the amount of any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Sale and Lease-Back Transaction, Affiliate transaction or other transaction, event or circumstance, or any determination under any other provision of this Agreement expressly requiring the use of a current exchange rate, all amounts incurred or proposed to be incurred in currencies other than Dollars shall be translated into Dollars at currency exchange rates then in effect on for the date of such determination; provided, however, that (x) for purposes of determining compliance with respect obtaining judgment in any court where it is necessary to convert a sum due hereunder or under any other Loan Document (any of the amount of any Debtforegoing, Investmenta “subject transaction”), Disposition, Distribution or payment of Junior Debt in each case in a currency other than Dollars, no Default (i) the Dollar equivalent amount of a subject transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by the Reuters World Currency Page (or, in the event such rate does not appear on such Reuters page or Event screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of Default such other information service that publishes such rate from time to time as may be agreed upon by the Administrative Agent and the Borrower) for such alternate currency, as in effect at 11:00 a.m. (London time) on the date of such subject transaction (which, in the case of any Restricted Payment, shall be deemed to have occurred solely as a result be the date of changes the declaration thereof and, in rates the case of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest and premium premiums (including tender premiums) thereon plus other amounts paid reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any subject transaction so long as such Sectionssubject transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of the Financial Covenant and testing the Total Net Leverage Ratiocalculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered Section 6.2pursuant to Sections 5.01(a) or (b), as applicable, for the relevant Test Period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness.

Appears in 1 contract

Samples: Intercreditor Agreement (Post Holdings, Inc.)

Currency Equivalents Generally. (a) For purposes of any determination under any provision of this Agreement requiring the use of a current exchange rate, all amounts incurred or proposed to be incurred in currencies other than Dollars shall be translated into Dollars at currency exchange rates then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with respect to the amount of any Debt, Investment, Disposition, Distribution or similar payment of Junior Debt in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debt, if such Debt is incurred to Refinance other Debt denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt does not exceed the principal amount of such Debt being Refinanced, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 shall otherwise apply to such Sections, including with respect to determining whether any Debt or Investment may be incurred or Disposition, Distribution or payment of Junior Subordinated Debt may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage Ratio, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered Section 6.2

Appears in 1 contract

Samples: Term Loan Credit Agreement (ProFrac Holding Corp.)

Currency Equivalents Generally. (a) Unless otherwise set forth herein, any amount specified in this agreement in Dollars shall include the Equivalent in Dollars of such amount in any foreign currency and if any amount described in this Agreement is comprised of amounts in Dollars and amounts in one or more foreign currencies, the Equivalent in Dollars of such foreign currency amounts shall be used to determine the total. For purposes of this Section 1.05, “Equivalent” in Dollars of any determination under foreign currency on any provision date shall mean the equivalent in Dollars of this Agreement requiring such foreign currency by using the use of a current exchange rate, all amounts incurred or proposed to be incurred in currencies other than Dollars shall be translated into Dollars at currency exchange rates then in effect applicable spot rate set forth on the date of Bloomberg Cross Currency Rates Page for such determination; providedcurrency. Notwithstanding anything herein to the contrary, however, that (x) for purposes of determining compliance with Sections 6.01, 6.02 and 6.06, with respect to the any amount of any Debt, Investment, Disposition, Distribution Indebtedness or payment of Junior Debt other obligation or Investment in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of currency exchange occurring after the time such Debt Indebtedness, obligation or Investment is incurred or Dispositioncommitted, Distribution in the case of payment of Junior Debt is maderevolving credit Indebtedness (so long as such Indebtedness or Investment, (y) for purposes of determining compliance with any Dollar-denominated restriction on at the incurrence of Debttime incurred, committed, made or acquired, was permitted hereunder); provided, that if such Debt Indebtedness is incurred to Refinance extend, replace, refund, refinance, renew or defease other Debt Indebtedness denominated in a foreign currency, and such Refinancing extension, replacement, refunding, refinancing renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingextension, replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing Indebtedness does not exceed the principal amount of such Debt Indebtedness being Refinancedextended, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder and (z) for the avoidance of doubtreplaced, the foregoing provisions of this Section 1.9 shall otherwise apply to such Sectionsrefunded, including with respect to determining whether any Debt refinanced, renewed or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdefeased. For purposes of determining the Financial Covenant Consolidated Total Debt Ratio and testing the Consolidated Total Net Leverage Secured Debt Ratio, amounts denominated in currencies a currency other than Dollars shall will be translated into converted to Dollars at the applicable currency exchange rates used in preparing the most recently delivered Section 6.2Borrower’s financial statements corresponding to the applicable measurement period with respect to the applicable date of determination and will, in the case of Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of Swap Agreements permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar equivalent of such Indebtedness.

Appears in 1 contract

Samples: Credit Agreement (Kate Spade & Co)

Currency Equivalents Generally. (a) For Notwithstanding anything to the contrary in Section 1.08(b), for purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateArticle 5, all amounts incurred or proposed to be incurred in currencies Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article 7 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement (any of the foregoing, a “specified transaction”) in a currency other than Dollars, no Default (i) the equivalent amount in Dollars of a specified transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or Event any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent (pursuant to written instructions from the Required Lenders) and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of Default such specified transaction (which, in the case of any Restricted Payment, shall be deemed to have occurred solely as a result be the date of changes the declaration thereof and, in rates the case of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, shall be deemed to be on the date first committed); provided that if any Indebtedness is incurred (and, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest and premium premiums (including tender premiums) thereon plus other amounts paid reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01, and (ii) for the avoidance of doubt, the foregoing provisions no Default or Event of this Section 1.9 shall otherwise apply to such Sections, including with respect to determining whether any Debt or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage Ratio, amounts in currencies other than Dollars Default shall be translated into Dollars deemed to have occurred solely as a result of a change in the rate of currency exchange occurring after the time of any specified transaction so long as such specified transaction was permitted at the applicable exchange rates used time incurred, made, acquired, committed, entered or declared as set forth in preparing the most recently delivered Section 6.2clause (i).

Appears in 1 contract

Samples: Credit Agreement (View, Inc.)

Currency Equivalents Generally. (a) For purposes of any determination under any provision Any amount specified in this Agreement (other than in Article II, Article IX and Article X or as set forth in paragraph (b) or (c) of this Agreement requiring Section) or any of the use of a current exchange rate, all amounts incurred or proposed other Loan Documents to be incurred in currencies Dollars shall also include the dollarDollar equivalent of such amount in any currency other than Dollars shall be translated into Dollars at currency exchange rates then in effect on Dollars. (b) Notwithstanding the date of such determination; providedforegoing, however, that (x) for purposes of determining compliance with Section 7.01, 7.02 and 7.03 with respect to the any amount of any DebtLiens, Investment, Disposition, Distribution Indebtedness or payment of Junior Debt Investment in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Lien, Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment may be incurred or Dispositionat any time under such Sections. (c) For purposes of determining compliance under Section 7.02, Distribution Section 7.05 and Section 7.06, any amount in a currency other than Dollars will be converted to Dollars in a manner consistent with that used in calculating net income in the annual financial statements delivered pursuant to Section 6.01(a); provided, however, that the foregoing shall not be deemed to apply to the determination of payment any amount of Junior Debt is made, Indebtedness. (yd) for For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, the Dollar equivalent of the principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Debt Indebtedness is incurred to Refinance extend, replace, refund, refinance, renew or defease other Debt Indebtedness denominated in a foreign currency, and such Refinancing extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingextension, replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing Indebtedness does not exceed the principal amount of such Debt Indebtedness being Refinancedextended, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder and (z) for the avoidance of doubtreplaced, the foregoing provisions of this refunded, refinanced, renewed or defeased. Section 1.9 shall otherwise apply to such Sections, including with respect to determining whether any Debt or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage Ratio, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered Section 6.21.09

Appears in 1 contract

Samples: Abl Credit Agreement (Utz Brands, Inc.)

Currency Equivalents Generally. (a) For Notwithstanding anything to the contrary in clause ‎(b) below, for purposes of any determination under any provision of this Agreement requiring the use of a current exchange rate‎Article 5, all amounts incurred or proposed to be incurred in currencies Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on ‎Section 6.15 and the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or ‎Article 7 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Sale and Lease-Back Transaction, Affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement (any of the foregoing, a “relevant transaction”), in a currency other than Dollars, no Default or Event (i) the Dollar equivalent amount of Default a relevant transaction in a currency other than Dollars shall be deemed to have occurred solely as a result of changes in rates calculated based on the rate of exchange occurring after quoted by the time Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such relevant transaction (which, in the case of any Restricted Payment, Restricted Debt Payment, Investment, Disposition or Investment incurrence of Indebtedness, shall be determined as set forth in ‎Section 1.04(e)); provided, that if any Indebtedness is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debtand, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest interest, penalties and premium premiums (including tender premiums) thereon plus underwriting discounts and other amounts paid and fees customary fees, closing payments, commissions and expenses (including upfront fees, closing payments, original issue discount or initial yield payment) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under ‎Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any relevant transaction so long as such Sectionsrelevant transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause ‎(i). For purposes of ‎Section 6.15 and the Financial Covenant and testing calculation of compliance with any financial ratio for purposes of taking any action hereunder (including for purposes of calculating availability under the Total Net Leverage RatioIncremental Cap) on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered Section 6.2pursuant to Sections ‎5.01(a) or ‎(b) (or, prior to the first such delivery, the financial statements referred to in ‎Section 3.04(a)), as applicable, for the relevant Test Period and, at the option of the Borrower, will reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness).

Appears in 1 contract

Samples: First Lien Credit Agreement (Ranpak Holdings Corp.)

Currency Equivalents Generally. (a) For purposes of any determination under Section 9, Section 10 (other than for purposes of calculating the Consolidated First Lien Debt to Consolidated EBITDA Ratio, the Consolidated Secured Debt to Consolidated EBITDA Ratio, the Consolidated Total Debt to Consolidated EBITDA Ratio or the Consolidated EBITDA to Fixed Charges Ratio) or Section 11 or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred Incurred (or in the case of any delayed draw or revolving credit facility, the date first committed or first Incurred (whichever yields the lower Dollar Equivalent) or proposed to be incurred Incurred (or committed) in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with Section 10 with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred Incurred (or committed) or Disposition, Distribution of Restricted Payment or payment of Junior Debt under Section 10.7 is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence Incurrence (or commitment) of DebtIndebtedness, if such Debt Indebtedness is incurred Incurred (or committed) to Refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate Exchange Rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount (or accreted amount) of the Indebtedness that is Incurred (or committed) to Refinance such Refinanced Debt Indebtedness does not exceed the principal amount (or accreted amount) of such Debt Indebtedness being Refinanced, except by an amount equal to the accrued interest interest, dividends and premium (including tender premiums), if any, thereon plus defeasance costs, underwriting discounts and other amounts paid and fees and expenses incurred (including OID, closing payments, upfront fees and similar fees) Incurred (or committed) in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder plus additional amounts permitted to be incurred under Section 10.1 and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.8 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred Incurred (or committed) or Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 may be made at any time under such Sections. For purposes of calculating the Financial Covenant Consolidated First Lien Debt to Consolidated EBITDA Ratio, the Consolidated Secured Debt to Consolidated EBITDA Ratio, the Consolidated Total Debt to Consolidated EBITDA Ratio and testing the Total Net Leverage Consolidated EBITDA to Fixed Charges Ratio, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered financial statements pursuant to Section 6.29.1(a) or Section 9.1(b), or, prior to the Closing Date, the Historical -99- #96562806v11

Appears in 1 contract

Samples: Credit Agreement (Snap One Holdings Corp.)

Currency Equivalents Generally. (a) For purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateArticle 5, all amounts incurred or proposed to be incurred in currencies Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on Section 6.15(a) and the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article 7 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Sale and Lease-Back Transaction, affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement, (any of the foregoing, a “specified transaction”), in a currency other than Dollars, no Default (i) the Dollar equivalent amount of a specified transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or Event any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Top Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of Default such specified transaction (which, in the case of any Restricted Payment, shall be deemed to have occurred solely as a result be the date of changes the declaration thereof and, in rates the case of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest and premium premiums (including tender premiums) thereon plus other amounts paid reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any specified transaction so long as such Sectionsspecified transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of Section 6.15(a) and the Financial Covenant and testing the Total Net Leverage Ratiocalculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered pursuant to Sections 5.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 6.23.04), as applicable, for the relevant Test Period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness. Notwithstanding the foregoing or anything to the contrary herein, to the extent that the Top Borrower would not be in compliance with Section 6.15(a) if any Indebtedness denominated in a currency other than Dollars were to be translated into Dollars on the basis of the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period, but would be in compliance with Section 6.15(a) if such Indebtedness that is denominated in a currency other than in Dollars were instead translated into Dollars on the basis of the average relevant currency exchange rates over such Test Period (taking into account the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness), then, solely for purposes of compliance with Section 6.15(a), the Secured Leverage Ratio as of the last day of such Test Period shall be calculated on the basis of such average relevant currency exchange rates.

Appears in 1 contract

Samples: First Lien Credit Agreement (Cotiviti Holdings, Inc.)

Currency Equivalents Generally. (a) For Notwithstanding anything to the contrary in clause (b) below, for purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateArticle 5, all amounts incurred or proposed to be incurred in currencies Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on Section 6.15 and the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article 7 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement (any of the foregoing, a “relevant transaction”), in a currency other than Dollars, no Default or Event (i) the Dollar equivalent amount of Default a relevant transaction in a currency other than Dollars shall be deemed to have occurred solely as a result of changes in rates calculated based on the rate of exchange occurring after quoted by the time Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Company) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such relevant transaction (which, in the case of any Restricted Payment, Restricted Debt Payment, Investment, Disposition or Investment incurrence of Indebtedness, shall be determined as set forth in Section 1.04(e)); provided, that if any Indebtedness is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debtand, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, [[5470263]] such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest interest, penalties and premium premiums (including tender premiums) thereon plus underwriting discounts and other amounts paid and fees customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payment) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any relevant transaction so long as such Sectionsrelevant transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of Section 6.15 and the Financial Covenant and testing calculation of compliance with any financial ratio for purposes of taking any action hereunder (including for purposes of calculating compliance with the Total Net Leverage RatioIncremental Cap) on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered pursuant to Sections 5.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 6.23.04), as applicable, for the relevant Test Period. Notwithstanding the foregoing or anything to the contrary herein, to the extent that the Company would not be in compliance with Section 6.15(a) if any Indebtedness denominated in a currency other than Dollars were to be translated into Dollars on the basis of the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period, but would be in compliance with Section 6.15(a) if such Indebtedness that is denominated in a currency other than in Dollars were instead translated into Dollars on the basis of the average relevant currency exchange rates over such Test Period (taking into account the currency translation effects, determined in accordance with GAAP, of Hedge Agreements permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness), then, solely for purposes of compliance with Section 6.15(a), the First Lien Leverage Ratio as of the last day of such Test Period shall be calculated on the basis of such average relevant currency exchange rates.

Appears in 1 contract

Samples: Credit Agreement (Reynolds Group Holdings LTD)

Currency Equivalents Generally. Any amount specified in this Agreement (aother than in Articles II and IX) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount thereof in the applicable currency to be determined by the Administrative Agent at such time on the basis of the Spot Rate (as defined below) for the purchase of such currency with Dollars. For purposes of any determination under any provision of this Agreement requiring Section 1.06, the use of “Spot Rate” for a current exchange rate, all amounts incurred or proposed currency means the rate determined by the Administrative Agent to be incurred the rate quoted by the Person acting in currencies other than Dollars shall be translated into Dollars such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at currency exchange rates then in effect approximately 11:00 a.m. on the date two Business Days prior to the date of such determination; provided, however, provided that (x) the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency. For purposes of determining compliance with Article VII with respect to the any amount of any Debt, Investment, Disposition, Distribution Indebtedness or payment of Junior Debt Investment in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of currency exchange occurring after the time such Debt Indebtedness or Investment is incurred (so long as such Indebtedness or DispositionInvestment, Distribution of payment of Junior Debt is madeat the time incurred, (y) for made or acquired, was permitted hereunder). For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Debt Indebtedness is incurred to Refinance extend, replace, refund, refinance, renew or defease other Debt Indebtedness denominated in a foreign currency, and such Refinancing extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingextension, replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt Refinancing Indebtedness does not exceed the principal amount of such Debt Indebtedness being Refinancedextended, except by an replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount equal to the accrued interest of fees, underwriting discounts, premiums (including tender premiums) and premium thereon plus other amounts paid and fees reasonable costs and expenses (including original issue discount) incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 shall otherwise apply to such Sections, including with respect to determining whether any Debt or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage Ratio, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered Section 6.2refinancing.

Appears in 1 contract

Samples: Credit Agreement (Ciena Corp)

Currency Equivalents Generally. (a) For purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateArticle 5, all amounts incurred or proposed to be incurred in currencies Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on Section 6.15(a) and the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article 7 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Sale and Lease-Back Transaction, affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement, (any of the foregoing, a “specified transaction”), in a currency other than Dollars, no Default (i) the US Dollar Equivalent amount of a specified transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by the applicable Xxxxxxxx Reuters Corp., Refinitiv, or Event any successor thereto (“Reuters”) source (or any successor page thereto, or in the event such rate does not appear on any Reuters source, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower Representative) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of Default such specified transaction (which, in the case of any Restricted Payment, shall be deemed to have occurred solely as a result be the date of changes the declaration thereof and, in rates the case of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest and premium premiums (including tender premiums) thereon plus other amounts paid reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any specified transaction so long as such Sectionsspecified transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of the Financial Covenant Section 6.15(a) and testing the Total Net Leverage Ratiocalculating compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered pursuant to Sections 5.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 6.23.04), as applicable, for the relevant Test Period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the US Dollar Equivalent amount of such Indebtedness; provided, that the amount of any Indebtedness that is subject to a Debt FX Hedge shall be determined in accordance with the definition of “Consolidated Total Debt”. Notwithstanding the foregoing or anything to the contrary herein, to the extent that the Borrower Representative would not be in compliance with Section 6.15(a) if any Indebtedness denominated in a currency other than Dollars were to be translated into Dollars on the basis of the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period, but would be in compliance with Section 6.15(a) if such Indebtedness that is denominated in a currency other than in Dollars were instead translated into Dollars on the basis of the average relevant currency exchange rates over such Test Period (taking into account the currency effects of any Hedge Agreement permitted hereunder and entered into with respect to the currency exchange risks relating to such Indebtedness), then, solely for purposes of compliance with Section 6.15(a), the Fixed Charge Coverage Ratio as of the last day of such Test Period shall be calculated on the basis of such average relevant currency exchange rates; provided, that the amount of any Indebtedness that is subject to a Debt FX Hedge shall be determined in accordance with the definition of “Consolidated Total Debt”.

Appears in 1 contract

Samples: Credit Agreement (iFit Health & Fitness Inc)

Currency Equivalents Generally. Any amount specified in this Agreement (aother than in Articles II, IX and X) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount thereof in the applicable currency to be determined by the Administrative Agent at such time on the basis of the Spot Rate (as defined below) for the purchase of such currency with Dollars. For purposes of this Section 1.06, the “Spot Rate” for a currency means the rate determined by the Administrative Agent to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 1:00 p.m. on the date two Business Days prior to the date of such determination; provided, that the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency. Notwithstanding the foregoing, for purposes of any determination under Article VI, Article VII (other than Section 7.11) or Article VIII or any determination under any other provision of this Agreement expressly requiring the use of a current exchange rate, all amounts incurred incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at currency exchange rates then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with Article VII with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Disposition or payment of Junior Debt Restricted Payment in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred or DispositionDisposition or Restricted Payment made; provided, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debt, if such Debt is incurred to Refinance other Debt denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt does not exceed the principal amount of such Debt being Refinanced, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder and (z) that for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.06 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred or Disposition, Distribution Disposition or payment of Junior Debt may be Restricted Payment made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage RatioSection 7.11, amounts in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates used in preparing the Holding’s most recently delivered Section 6.2financial statements.

Appears in 1 contract

Samples: Revolving Credit Agreement (Spansion Inc.)

Currency Equivalents Generally. (a) For purposes of any determination under Section 9, Section 10 (other than for purposes of calculating the Consolidated First Lien Debt to Consolidated EBITDA Ratio, the Consolidated Secured Debt to Consolidated EBITDA Ratio, the Consolidated Total Debt to Consolidated EBITDA Ratio or the Consolidated EBITDA to Fixed Charges Ratio) or Section 11 or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred Incurred (or in the case of any delayed draw or revolving credit facility, the date first committed or first Incurred (whichever yields the lower Dollar Equivalent) or proposed to be incurred Incurred (or committed) in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with Section 10 with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred Incurred (or committed) or Disposition, Distribution of Restricted Payment or payment of Junior Debt under Section 10.7 is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence Incurrence (or commitment) of DebtIndebtedness, if such Debt Indebtedness is incurred Incurred (or committed) to Refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate Exchange Rate in effect on the date of such Refinancing, such Dollar-Dollar- denominated restriction shall be deemed not to have been exceeded so long as the principal amount (or accreted amount) of the Indebtedness that is Incurred (or committed) to Refinance such Refinanced Debt Indebtedness does not exceed the principal amount (or accreted amount) of such Debt Indebtedness being Refinanced, except by an amount equal to the accrued interest interest, dividends and premium (including tender premiums), if any, thereon plus defeasance costs, underwriting discounts and other amounts paid and fees and expenses incurred (including OID, closing payments, upfront fees and similar fees) Incurred (or committed) in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder plus additional amounts permitted to be incurred under Section 10.1 and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.8 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred Incurred (or committed) or Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 may be made at any time under such Sections. For purposes of calculating the Financial Covenant Consolidated First Lien Debt to Consolidated EBITDA Ratio, the Consolidated Secured Debt to Consolidated EBITDA Ratio, the Consolidated Total Debt to Consolidated EBITDA Ratio and testing the Total Net Leverage Consolidated EBITDA to Fixed Charges Ratio, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered financial statements pursuant to Section 6.29.1(a) or Section 9.1(b), or, prior to the Closing Date, the Historical Financial Statements, as applicable, for the relevant Test Period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedging Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness. Any determinations as to the Dollar Equivalent of Revolving Credit Loans or Letters of Credit denominated in an Alternative Currency, the amount of fees owing in respect of Letters of Credit denominated in an Alternative Currency and the amount of Unpaid Drawings owing to the Letter of Credit Issuer shall be made by the Administrative Agent as of the most recent Revaluation Date and such determination shall be conclusive absent manifest error.

Appears in 1 contract

Samples: Security Agreement (MultiPlan Corp)

Currency Equivalents Generally. (a) For Notwithstanding anything to the contrary in clause ‎(b) below, for purposes of any determination under any provision of this Agreement requiring the use of a current exchange rate‎Article 5, all amounts incurred or proposed to be incurred in currencies ‎Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or ‎Article 7 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment Transaction, Investment, Disposition, Distribution Affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement (any of the foregoing, a “relevant transaction”), in a currency other than Dollars, no Default or Event (i) the Dollar equivalent amount of Default a relevant transaction in a currency other than Dollars shall be deemed to have occurred solely as a result of changes in rates calculated based on the rate of exchange occurring after quoted by the time Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such Debt rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Company) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such relevant transaction (which, in the case of any Restricted Payment Transaction, Investment, Disposition or Investment incurrence of Indebtedness, shall be determined as set forth in ‎Section 1.04(e)); provided, that if any Indebtedness is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debtand, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest interest, penalties and premium premiums (including tender premiums) thereon plus underwriting discounts and other amounts paid and fees customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payment) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under ‎Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any relevant transaction so long as such Sectionsrelevant transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause ‎(i). For purposes of the Financial Covenant and testing calculation of compliance with any financial ratio for purposes of taking any action hereunder (including for purposes of calculating compliance with the Total Net Leverage RatioIncremental Cap) on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered Section 6.2pursuant to Sections ‎5.01(a)(i) or ‎(ii) (or, prior to the first such delivery, the financial statements referred to in ‎Section 3.04(a)), as applicable, for the relevant Test Period and, at the option of the Company, will reflect the currency translation effects, determined in accordance with GAAP, of Hedging Agreements permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness.

Appears in 1 contract

Samples: First Lien Credit Agreement (Victoria's Secret & Co.)

Currency Equivalents Generally. (a) For purposes of any determination under Section 9, Section 10 (other than for purposes of calculating the Consolidated First Lien Debt to Consolidated EBITDA Ratio, the Consolidated Secured Debt to Consolidated EBITDA Ratio, the Consolidated Total Debt to Consolidated EBITDA Ratio or the Consolidated EBITDA to Consolidated Interest Expense Ratio) or Section 11 or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred Incurred or proposed to be incurred Incurred in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with Section 10 with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred Incurred or Disposition, Distribution of Restricted Payment or payment of Junior Debt under Section 10.7 is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence Incurrence of DebtIndebtedness, if such Debt Indebtedness is incurred Incurred to Refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate Exchange Rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of the Indebtedness that is Incurred to Refinance such Refinanced Debt Indebtedness does not exceed the principal amount (or accreted amount) of such Debt Indebtedness being Refinanced, except by an amount equal to the accrued interest interest, dividends and premium (including tender premiums), if any, thereon plus defeasance costs, underwriting discounts and other amounts paid and fees and expenses (including OID, closing payments, upfront fees and similar fees) incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.8 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred Incurred or Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 may be made at any time under such Sections. For purposes of calculating the Financial Covenant Consolidated First Lien Debt to Consolidated EBITDA Ratio, the Consolidated Secured Debt to Consolidated EBITDA Ratio, the Consolidated Total Debt to Consolidated EBITDA Ratio and testing the Total Net Leverage Consolidated EBITDA to Consolidated Interest Expense Ratio, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered financial statements pursuant to Section 6.29.1(a) or (b), or, prior to the delivery of such financial statements, the financial statements delivered pursuant to Section 6.9.

Appears in 1 contract

Samples: Incremental Agreement (Snap One Holdings Corp.)

Currency Equivalents Generally. (a) For purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateArticle V, all amounts incurred or proposed to be incurred in currencies Article VI (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on Section 6.15(a) and the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article VII with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Sale and Lease-Back Transaction, affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement, (any of the foregoing, a “specified transaction”), in a currency other than Dollars, no Default (i) the Dollar equivalent amount of a specified transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or Event any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of Default such specified transaction (which, in the case of any Restricted Payment, shall be deemed to have occurred solely as a result be the date of changes the declaration thereof and, in rates the case of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest and premium premiums (including tender premiums) thereon plus other amounts paid reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any specified transaction so long as such Sectionsspecified transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of Section 6.15(a) and the Financial Covenant and testing the Total Net Leverage Ratiocalculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered pursuant to Sections 5.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 6.23.04), as applicable, for the relevant Test Period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness; provided that the amount of any Indebtedness that is subject to a Debt FX Hedge shall be determined in accordance with the definition of “Consolidated Total Debt.” Notwithstanding the foregoing or anything to the contrary herein, to the extent that the Borrower would not be in compliance with Section 6.15(a) if any Indebtedness denominated in a currency other than Dollars were to be translated into Dollars on the basis of the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period, but would be in compliance with Section 6.15(a) if such Indebtedness that is denominated in a currency other than in Dollars were instead translated into Dollars on the basis of the average relevant currency exchange rates over such Test Period (taking into account the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness), then, solely for purposes of compliance with Section 6.15(a), the Secured Leverage Ratio as of the last day of such Test Period shall be calculated on the basis of such average relevant currency exchange rates; provided that the amount of any Indebtedness that is subject to a Debt FX Hedge shall be determined in accordance with the definition of “Consolidated Total Debt.”

Appears in 1 contract

Samples: First Lien Credit Agreement (Shift4 Payments, Inc.)

Currency Equivalents Generally. (a) For purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateArticle 5, all amounts incurred or proposed to be incurred in currencies Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article 7 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Sale and Lease-Back Transaction, Affiliate transaction or payment other transaction, event or circumstance (any of Junior Debt the foregoing, a “specified transaction”) in a currency other than Dollars the Dollar equivalent amount of a specified transaction shall be calculated based on the rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such specified transaction (or, at the election of the Borrower, such other date as shall be applicable with respect to such specified transaction pursuant to Section 1.10(a)). Notwithstanding anything to the contrary set forth herein, (i) if any Indebtedness is incurred or assumed (and, if applicable, associated Lien granted) to refinance or replace other Indebtedness denominated in a currency other than Dollars, no Default and the relevant refinancing or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debt, if such Debt is incurred to Refinance other Debt denominated in a foreign currency, and such Refinancing replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest and premium premiums (including tender premiums) thereon plus other amounts paid reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 (or, if applicable, secured under Section 6.02) and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply currency exchange occurring after the time of any specified transaction (or, if applicable, as of such other time as is applicable to such Sections, including with respect specified transaction pursuant to determining whether any Debt or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsthe immediately preceding sentence). For purposes of the Financial Covenant and testing the Total Net Leverage Ratiocalculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used by the Borrower in preparing the most recently delivered Section 6.2financial statements for the relevant Test Period and may, at the election of the Borrower, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness.

Appears in 1 contract

Samples: Bridge Loan Agreement (Cano Health, Inc.)

Currency Equivalents Generally. (a) For purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateSection 2.19, all amounts incurred or proposed to be incurred in currencies Article 5, Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on Section 6.12(a) and the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article 6 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Sale and Lease-Back Transaction, affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement, (any of the foregoing, a “specified transaction”), in a currency other than Dollars, no Default (i) the Dollar equivalent amount of a specified transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or Event any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of Default such specified transaction (which, in the case of any Restricted Payment, shall be deemed to have occurred solely as a result be the date of changes the declaration thereof and, in rates the case of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest and premium premiums (including tender premiums) thereon plus other amounts paid reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 (it being understood that amounts utilized under this clause (z) shall be deemed a utilization of the applicable basket or exception to Section 6.01) and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any specified transaction so long as such Sectionsspecified transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of Section 6.12(a) and the Financial Covenant and testing the Total Net Leverage Ratiocalculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered pursuant to Section 6.25.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 3.04), as applicable, for the relevant Test Period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness. Notwithstanding the foregoing or anything to the contrary herein, to the extent that the Borrower would not be in compliance with Section 6.12(a) if any Indebtedness denominated in a currency other than in Dollars were to be translated into Dollars on the basis of the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period, but would be in compliance with Section 6.12(a) if such Indebtedness that is denominated in a currency other than in Dollars were instead translated into Dollars on the basis of the average relevant currency exchange rates over such Test Period (taking into account the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness), then, solely for purposes of compliance with Section 6.12(a), the Total Leverage Ratio as of the last day of such Test Period shall be calculated on the basis of such average relevant currency exchange rates.

Appears in 1 contract

Samples: Term Loan Agreement (Daseke, Inc.)

Currency Equivalents Generally. Any amount specified in this Agreement (aother than in Articles II and IX) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount thereof in the applicable currency to be determined at the time the applicable action or transaction being measured is first taken or entered into, if applicable, and for all other purposes, as of the date of determination (and in the case of revolving Indebtedness, at the time commitments for such Indebtedness are obtained) on the basis of the Spot Rate (as defined below) for the purchase of such currency with Dollars (and without regard to subsequent fluctuations in exchange rates). For purposes of any determination under any provision of this Agreement requiring Section 1.07, the use of “Spot Rate” for a current exchange rate, all amounts incurred or proposed currency means the rate determined by the Administrative Agent to be incurred in currencies other than Dollars shall be translated into Dollars the spot rate for the purchase by the Administrative Agent of such currency with another currency through its principal foreign exchange trading office at currency exchange rates then in effect approximately 11:00 a.m. on the date two Business Days prior to the date of such determination; provided, however, provided that (x) the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if the Administrative Agent does not have as of the date of determination a spot buying rate for purposes of determining compliance with respect to the amount of any Debt, Investment, Disposition, Distribution or payment of Junior Debt in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debt, if such Debt currency. If Indebtedness is incurred to Refinance refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing refinancing would cause the applicable Dollar-denominated restriction limitation to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing Indebtedness does not exceed the principal amount of such Debt Indebtedness being Refinancedrefinanced. The principal amount of any Indebtedness incurred to refinance other Indebtedness, except by an amount equal if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred currency in connection with which such Refinancing plus an amount equal to respective Indebtedness is denominated that is in effect on the date of such refinancing. If any existing commitment unutilized and letters baskets would be exceeded solely as a result of credit undrawn thereunder and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 shall otherwise apply to such Sections, including with respect to determining whether any Debt or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage Ratio, amounts fluctuations in currencies other than Dollars shall be translated into Dollars at applicable currency exchange rates after the applicable date of determination, such baskets will not be deemed to have been exceeded solely as a result of such fluctuations in currency exchange rates used in preparing the most recently delivered Section 6.2rates.

Appears in 1 contract

Samples: Credit Agreement (DineEquity, Inc)

Currency Equivalents Generally. (a) For purposes of any determination under any provision Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in clause (b) of this Agreement requiring Section) or any of the use of a current exchange rate, all amounts incurred or proposed other Loan Documents to be incurred in currencies other than Dollars shall be translated into Dollars at currency exchange rates then in effect on also include the date equivalent of such determination; provided, however, that (x) for purposes of determining compliance with respect to the amount of in any Debt, Investment, Disposition, Distribution or payment of Junior Debt in a currency other than Dollars, no Default or Event of Default shall such equivalent amount to be deemed to have occurred determined at the Exchange Rate; provided that (x) if any basket is exceeded solely as a result of changes fluctuations in applicable currency exchange rates of exchange occurring after the last time such Debt or Investment is incurred or Dispositionbasket was utilized, Distribution such basket will not be deemed to have been exceeded solely as a result of payment of Junior Debt is made, such fluctuations in currency exchange rates and (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence Incurrence of DebtIndebtedness, Disqualified Stock or Preferred Stock, if such Debt Indebtedness, Disqualified Stock or Preferred Stock is incurred Incurred to Refinance other Debt Indebtedness, Disqualified Stock or Preferred Stock denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate Exchange Rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount (or accreted amount) of the Indebtedness, Disqualified Stock or Preferred Stock that is Incurred to Refinance such Refinanced Debt Indebtedness, Disqualified Stock or Preferred Stock does not exceed the principal amount (or accreted amount) of such Debt Indebtedness, Disqualified Stock or Preferred Stock being Refinanced, except by an amount equal to the accrued interest interest, dividends and premium (including tender premiums), if any, thereon plus defeasance costs, underwriting discounts and other amounts paid and fees and expenses (including OID, closing payments, upfront fees and similar fees) incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder plus amounts otherwise permitted to be Incurred under 7.01 and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred Incurred or Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.07 may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage Ratio, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered Section 6.2

Appears in 1 contract

Samples: Credit Agreement (PPD, Inc.)

Currency Equivalents Generally. (a) For Notwithstanding anything to the contrary in clause (b) below, for purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateArticle 5, all amounts incurred or proposed to be incurred in currencies Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on Section 6.15 and the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article 7 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Sale and Lease-Back Transaction, affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement (any of the foregoing, a “relevant transaction”), in a currency other than Dollars, no Default or Event (i) the Dollar equivalent amount of Default a relevant transaction in a currency other than Dollars shall be deemed to have occurred solely as a result of changes in rates calculated based on the rate of exchange occurring after quoted by the time Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Parent Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such relevant transaction (which, in the case of any Restricted Payment, Restricted Debt Payment, Investment, Disposition or Investment incurrence of Indebtedness, shall be determined as set forth in Section 1.04(e)); provided, that if any Indebtedness is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debtand, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest interest, penalties and premium premiums (including tender premiums) thereon plus underwriting discounts and other amounts paid and fees customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payment) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any relevant transaction so long as such Sectionsrelevant transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of Section 6.15 and the Financial Covenant and testing calculation of compliance with any financial ratio for purposes of taking any action hereunder (including for purposes of calculating compliance with the Total Net Leverage RatioIncremental Cap) on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered pursuant to Sections 5.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 6.23.04), as applicable, for the relevant Test Period. Notwithstanding the foregoing or anything to the contrary herein, to the extent that the Parent Borrower would not be in compliance with Section 6.15(a) if any Indebtedness denominated in a currency other than Dollars were to be translated into Dollars on the basis of the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period, but would be in compliance with Section 6.15(a) if such Indebtedness that is denominated in a currency other than in Dollars were instead translated into Dollars on the basis of the average relevant currency exchange rates over such Test Period (taking into account the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness), then, solely for purposes of compliance with Section 6.15(a), the First Lien Leverage Ratio as of the last day of such Test Period shall be calculated on the basis of such average relevant currency exchange rates.

Appears in 1 contract

Samples: Lease I Agreement (Bowlero Corp.)

Currency Equivalents Generally. (a) For purposes of any determination under Xxxxxxx 0, Xxxxxxx 00 (xxxxx than Section 10.11) or Section 11 or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with Section 10 with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred or Disposition, Distribution of Restricted Payment or payment of Junior Debt under Section 10.7 is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, if such Debt Indebtedness is incurred to Refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt Indebtedness does not exceed the principal amount of such Debt Indebtedness being Refinanced, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder Refinanced and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.8 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred or Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage RatioSection 10.11, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered financial statements pursuant to Section 6.29.1(a) or Section 9.1(b).

Appears in 1 contract

Samples: Credit Agreement (Denbury Inc)

Currency Equivalents Generally. (a) For Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in clause (b) of this Section) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for such currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower). Notwithstanding the foregoing, for purposes of determining compliance with Section 7.01, Section 7.02, Section 7.03, Section 7.05, Section 7.06, Section 7.08 and Section 7.13 with respect to the amount of any determination under any provision Lien, Investment, Indebtedness, Disposition, Restricted Payment, Affiliate transaction or prepayment, redemption, purchase, defeasance or other satisfaction of this Agreement requiring Indebtedness (a “Subject Transaction”) in a currency other than Dollars, (i) the use Dollar-equivalent amount of a current exchange rate, all amounts incurred or proposed to be incurred Subject Transaction in currencies a currency other than Dollars shall be translated into Dollars at calculated based on the relevant currency exchange rates then rate in effect on the date of such determinationSubject Transaction and, in the case of the incurrence of Indebtedness, on the date incurred, in the case of term debt, or first committed, in the case of revolving credit debt; providedprovided that if such Indebtedness is incurred to extend, howeverreplace, that (x) for purposes of determining compliance with respect to the amount of any Debtrefund, Investmentrefinance, Disposition, Distribution renew or payment of Junior Debt defease other Indebtedness denominated in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debt, if such Debt is incurred to Refinance other Debt denominated in a foreign currency, and such Refinancing extension, refunding, replacement, refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingextension, replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing Indebtedness does not exceed the principal amount of such Debt Indebtedness being Refinancedextended, except by an replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount equal to the of unpaid and accrued interest interest, premium (including tender and premium thereon plus other amounts paid call premiums) thereon, defeasance costs and fees and expenses incurred (including OID, upfront fees and similar interest), in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder extension, replacement, refunding, refinancing, renewal or defeasance and (zii) for the avoidance of doubt, the foregoing provisions it is agreed no Default or Event of this Section 1.9 shall otherwise apply to such Sections, including with respect to determining whether any Debt or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage Ratio, amounts in currencies other than Dollars Default shall be translated into Dollars deemed to have occurred solely as a result of changes in rates of currency exchange occurring after the time of such Subject Transaction (so long as such Subject Transaction, at the applicable exchange rates used time incurred, made, acquired, committed or entered into (or declared in preparing the most recently delivered Section 6.2case of a Restricted Payment) was permitted hereunder).

Appears in 1 contract

Samples: Superpriority Credit Agreement (Casa Systems Inc)

Currency Equivalents Generally. (a) For purposes of any determination under Xxxxxxx 0, Xxxxxxx 00 (xxxxx than Section 10.9) or Section 11 or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, provided that (x) for purposes of determining compliance with Section 10 with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Dividend or payment of Junior Debt under Section 10.7 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred or Disposition, Distribution of Dividend or payment of Junior Debt under Section 10.7 is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, if such Debt Indebtedness is incurred to Refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt Indebtedness does not exceed the principal amount of such Debt Indebtedness being Refinanced, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder Refinanced and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred or Disposition, Distribution Dividend or payment of Junior Debt under Section 10.7 may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage RatioSection 10.9, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates Exchange Rate(s) used in preparing the most recently delivered financial statements pursuant to Section 6.29.1(a) or (b).

Appears in 1 contract

Samples: Credit Agreement (GCM Grosvenor Inc.)

Currency Equivalents Generally. (a) For purposes of any determination under any provision of this Agreement requiring the use of a current exchange rate, all amounts incurred or proposed to be incurred in currencies other than Dollars shall be translated into Dollars at currency exchange rates then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with respect to the amount of any Debt, Investment, Disposition, Distribution or payment of Junior Debt in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debt, if such Debt is incurred to Refinance other Debt denominated in a foreign currency, 187 188 and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt does not exceed the principal amount of such Debt being Refinanced, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 shall otherwise apply to such Sections, including with respect to determining whether any Debt or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage Ratio, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered Section 6.26.2 Financials.

Appears in 1 contract

Samples: Credit Agreement (ProFrac Holding Corp.)

Currency Equivalents Generally. (ai) For purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateArticle 5, all amounts incurred or proposed to be incurred in currencies Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article 7 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Sale and Lease-Back Transaction, affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement, (any of the foregoing, a “specified transaction”), in a currency other than Dollars, no Default (i) the Dollar equivalent amount of a specified transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or Event any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of Default such specified transaction (which, in the case of any Restricted Payment, shall be deemed to have occurred solely as a result be the date of changes the declaration thereof and, in rates the case of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest and premium premiums (including tender premiums) thereon plus other amounts paid reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any specified transaction so long as such Sectionsspecified transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of the Financial Covenant and testing the Total Net Leverage Ratiocalculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered pursuant to Sections 5.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 6.23.04), as applicable, for the relevant Test Period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness.

Appears in 1 contract

Samples: Credit Agreement (Topgolf Callaway Brands Corp.)

Currency Equivalents Generally. (a) For purposes of any determination under Section 9, Section 10 (other than Section 10.9 or 10.10) or Section 11 or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, provided that (x) for purposes of determining compliance with Section 10 with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Dividend or payment of Junior Debt under Section 10.7 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a 84 LPL – Conformed A&R Credit Agreement result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred or Disposition, Distribution of Dividend or payment of Junior Debt under Section 10.7 is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, if such Debt Indebtedness is incurred to Refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt Indebtedness does not exceed the principal amount of such Debt Indebtedness being Refinanced, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder Refinanced and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred or Disposition, Distribution Dividend or payment of Junior Debt under Section 10.7 may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage RatioSection 10.9 or 10.10, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates Exchange Rate(s) used in preparing the most recently delivered financial statements pursuant to Section 6.29.1(a) or (b).

Appears in 1 contract

Samples: Fourth Amendment (LPL Financial Holdings Inc.)

Currency Equivalents Generally. (a) For purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateArticle 5, all amounts incurred or proposed to be incurred in currencies Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on Section 6.15(a) and the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article 7 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Sale and Lease-Back Transaction, affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement, (any of the foregoing, a “specified transaction”), in a currency other than Dollars, no Default (i) the Dollar equivalent amount of a specified transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or Event any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of Default such specified transaction (which, in the case of any Restricted Payment, shall be deemed to have occurred solely as a result be the date of changes the declaration thereof and, in rates the case of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest and premium premiums (including tender premiums) thereon plus other amounts paid reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any specified transaction so long as such Sectionsspecified transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of Section 6.15(a) and the Financial Covenant and testing the Total Net Leverage Ratiocalculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered pursuant to Sections 5.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 6.23.04), as applicable, for the relevant Test Period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness; provided that the amount of any Indebtedness that is subject to a Debt FX Hedge shall be determined in accordance with the definition of “Consolidated Total Debt”. Notwithstanding the foregoing or anything to the contrary herein, to the extent that the Borrower would not be in compliance with Section 6.15(a) if any Indebtedness denominated in a currency other than Dollars were to be translated into Dollars on the basis of the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period, but would be in compliance with Section 6.15(a) if such Indebtedness that is denominated in a currency other than in Dollars were instead translated into Dollars on the basis of the average relevant currency exchange rates over such Test Period (taking into account the currency translation Table of Contents effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness), then, solely for purposes of compliance with Section 6.15(a), the First Lien Leverage Ratio as of the last day of such Test Period shall be calculated on the basis of such average relevant currency exchange rates; provided that the amount of any Indebtedness that is subject to a Debt FX Hedge shall be determined in accordance with the definition of “Consolidated Total Debt”.

Appears in 1 contract

Samples: First Lien Credit Agreement (Shift4 Payments, Inc.)

Currency Equivalents Generally. (a) For purposes of any determination under Article VIII, Article IX or Article X or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, that but (xi) for purposes of determining compliance with Article IX with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 9.7 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred or Disposition, Distribution of Restricted Payment or payment of Junior Debt under Section 9.7 is made, (yii) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, if such Debt Indebtedness is incurred to Refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt Indebtedness does not exceed the principal amount of such Debt Indebtedness being Refinanced, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder Refinanced and (ziii) for the avoidance of doubt, the foregoing provisions of this Section 1.9 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred or Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 9.7 may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage Ratio, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered Section 6.2.

Appears in 1 contract

Samples: Term Loan Agreement (Chesapeake Energy Corp)

Currency Equivalents Generally. (a) For purposes of any determination under any provision of this Agreement requiring the use of a current exchange rateSection 2.19, all amounts incurred or proposed to be incurred in currencies Article 5, Article 6 (other than Dollars shall be translated into Dollars at currency exchange rates then in effect on the date calculation of such determination; provided, however, that (x) compliance with any financial ratio for purposes of determining compliance taking any action hereunder) or Article 6 with respect to the amount of any DebtIndebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Distribution Sale and Lease-Back Transaction, affiliate transaction or payment other transaction, event or circumstance, or any determination under any other provision of Junior Debt this Agreement, (any of the foregoing, a “specified transaction”), in a currency other than Dollars, no Default (i) the Dollar equivalent amount of a specified transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or Event any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of Default such specified transaction (which, in the case of any Restricted Payment, shall be deemed to have occurred solely as a result be the date of changes the declaration thereof and, in rates the case of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if such Debt is incurred applicable, associated Lien granted) to Refinance refinance or replace other Debt Indebtedness denominated in a foreign currencycurrency other than Dollars, and such Refinancing the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingrefinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt Indebtedness being Refinancedrefinanced or replaced, except by an amount equal to the (x) unpaid accrued interest and premium premiums (including tender premiums) thereon plus other amounts paid reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Refinancing plus an amount equal to refinancing or replacement, (y) any existing commitment commitments unutilized and letters of credit undrawn thereunder and (z) additional amounts permitted to be incurred under Section 6.01 (it being understood that amounts utilized under this clause (z) shall be deemed a utilization of the applicable basket or exception to Section 6.01) and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the foregoing provisions rate of this Section 1.9 shall otherwise apply to currency exchange occurring after the time of any specified transaction so long as such Sectionsspecified transaction was permitted at the time incurred, including with respect to determining whether any Debt made, acquired, committed, entered or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sectionsdeclared as set forth in clause (i). For purposes of the Financial Covenant and testing the Total Net Leverage Ratiocalculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rates rate used in preparing the most recently financial statements delivered pursuant to Section 6.25.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 3.04), as applicable, for the relevant Test Period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness.

Appears in 1 contract

Samples: Term Loan Agreement (Concrete Pumping Holdings, Inc.)

Currency Equivalents Generally. (a) For purposes of any determination under any provision of this Agreement requiring the use of a current exchange rate, all amounts incurred or proposed to be incurred in currencies other than Dollars shall be translated into Dollars at currency exchange rates then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with respect to the amount of any Debt, Investment, Disposition, Distribution or payment of Junior Debt in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt or Investment is incurred or Disposition, Distribution of payment of Junior Debt is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debt, if such Debt is incurred to Refinance other Debt denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt does not exceed the principal amount of such Debt being Refinanced, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 shall otherwise apply to such Sections, including with respect to determining whether any Debt or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage RatioCovenant, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered Section 6.26.2 Financials.

Appears in 1 contract

Samples: Credit Agreement (Nesco Holdings, Inc.)

Currency Equivalents Generally. (a) For purposes of any determination under Article IX, Article X (other than Section 10.11) or Article XI or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at currency exchange rates the Exchange Rate then in effect on the date of such determination; provided, however, that (xi) for purposes of determining compliance with Article X with respect to the amount of any DebtIndebtedness, Investment, Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Debt Indebtedness or Investment is incurred or Disposition, Distribution of Restricted Payment or payment of Junior Debt under Section 10.7 is made, (yii) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, if such Debt Indebtedness is incurred to Refinance other Debt Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt Indebtedness does not exceed the principal amount of such Debt Indebtedness being Refinanced, except by an amount equal to the accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder Refinanced and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 1.8 shall otherwise apply to such Sections, including with respect to determining whether any Debt Indebtedness or Investment may be incurred or Disposition, Distribution Restricted Payment or payment of Junior Debt under Section 10.7 may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage RatioSection 10.11, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered financial statements pursuant to Section 6.29.1(a) or (b). Notwithstanding anything herein to the contrary, for purposes of determining the amount of any obligation to be included in the calculation of Consolidated Indebtedness that is denominated in a foreign currency, if such obligation is effectively subject to an applicable cross-currency Hedge Agreement, then such calculation shall be made with respect to such obligation on the basis of the rate(s) as provided in such Hedge Agreement (and not on the basis of the then-current foreign exchange rate).

Appears in 1 contract

Samples: Credit Agreement (Chesapeake Energy Corp)

Currency Equivalents Generally. Any amount specified in this Agreement (aother than in Articles II and IX) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount thereof in the applicable currency to be determined by the Administrative Agent at such time on the basis of the Spot Rate (as defined below) for the purchase of such currency with Dollars. For purposes of any determination under any provision of this Agreement requiring Section 1.06, the use of “Spot Rate” for a current exchange rate, all amounts incurred or proposed currency means the rate determined by the Administrative Agent to be incurred the rate quoted by the Person acting in currencies other than Dollars shall be translated into Dollars such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at currency exchange rates then in effect approximately 11:00 a.m. on the date two Business Days prior to the date of such determination; provided, however, provided that (x) the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency. For purposes of determining compliance with Article VII with respect to the any amount of any Debt, Investment, Disposition, Distribution Indebtedness or payment of Junior Debt Investment in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of currency exchange occurring after the time such Debt Indebtedness or Investment is incurred (so long as such Indebtedness or DispositionInvestment, Distribution of payment of Junior Debt is madeat the time incurred, (y) for made or acquired, was permitted hereunder). For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of DebtIndebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Debt Indebtedness is incurred to Refinance extend, replace, refund, refinance, renew or defease other Debt Indebtedness denominated in a foreign currency, and such Refinancing extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancingextension, replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Debt Indebtedness does not exceed the principal amount of such Debt other Indebtedness being Refinancedextended, except by an replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount equal to the accrued interest of fees, underwriting discounts, premiums (including tender premiums) and premium thereon plus other amounts paid and fees reasonable costs and expenses (including original issue discount) incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.9 shall otherwise apply to such Sections, including with respect to determining whether any Debt or Investment may be incurred or Disposition, Distribution or payment of Junior Debt may be made at any time under such Sections. For purposes of the Financial Covenant and testing the Total Net Leverage Ratio, amounts in currencies other than Dollars shall be translated into Dollars at the applicable exchange rates used in preparing the most recently delivered Section 6.2refinancing.

Appears in 1 contract

Samples: Credit Agreement (Ciena Corp)

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