Common use of Currency Fluctuations Clause in Contracts

Currency Fluctuations. On the last Business Day of each month prior to the Maturity Date and promptly upon the receipt by the Administrative Agent of a Currency Valuation Notice (as defined below), the Administrative Agent shall determine the aggregate outstanding principal or face amount of all Revolving Loans and Letters of Credit denominated in Foreign Currencies. For the purpose of this determination, the outstanding principal or face amount of any Revolving Loan or Letter of Credit, as the case may be, denominated in a Foreign Currency shall be deemed to be the Dollar Equivalent of such Revolving Loan or Letter of Credit determined as of such date or, in the case of a Currency Valuation Notice received by the Administrative Agent prior to 10:00 a.m., New York City time, on a Business Day, on such Business Day or, in the case of a Currency Valuation Notice otherwise received, on the first Business Day after such Currency Valuation Notice is received. Upon making such determination, the Administrative Agent shall promptly notify the Lenders and the Applicable Borrowers thereof. For purposes hereof, “Currency Valuation Notice” means a notice given by the Required Lenders to the Administrative Agent stating that such notice is a “Currency Valuation Notice” and requesting that the Administrative Agent determine the Dollar Equivalent of the then outstanding Revolving Loans and Letters of Credit denominated in Foreign Currencies. The Administrative Agent shall not be required to make more than one valuation determination pursuant to Currency Valuation Notices within any month. If, on the date of such determination, the total Revolving Credit Exposure (including the Dollar Equivalent of the Revolving Credit Exposure denominated in Foreign Currencies) exceeds 103% of the total Commitments, the Applicable Borrowers shall, if requested by the Required Lenders (through the Administrative Agent), immediately prepay the Revolving Loans (whether denominated in Dollars or Foreign Currencies) in an amount sufficient to eliminate such excess. If, on the date of such determination, the LC Exposure (including the Dollar Equivalent of the LC Exposure denominated in Foreign Currencies) exceeds the LC Sublimit, the Borrowers shall, if requested by the Required Lenders (through the Administrative Agent), provide Cash Collateral in Dollars in respect of the LC Exposure in accordance with Section 2.06(j) in an amount at least equal to such excess. Without duplication of any Cash Collateral provided pursuant to the immediately preceding sentence, if, on the date of such determination, the face amount of outstanding Letters of Credit (including the Dollar Equivalent of any such face amount denominated in Foreign Currencies) issued by any Issuing Bank exceeds such Issuing Bank’s Applicable LC Fronting Sublimit, the Borrowers shall provide Cash Collateral in Dollars in an amount at least equal to such excess.

Currency Fluctuations. On (a) Not later than 11:00 a.m. (Boston time) on the last Business Day of each calendar month prior to (the Maturity Date and promptly upon the receipt by the Administrative Agent of a Currency Valuation Notice (as defined below“Calculation Date”), the Administrative Agent shall determine the aggregate outstanding principal or face amount of all Revolving Loans and Letters of Credit denominated in Foreign Currencies. For the purpose of this determination, the outstanding principal or face amount of any Revolving Loan or Letter of Credit, as the case may be, denominated in a Foreign Currency shall be deemed to be the Dollar Equivalent of such Revolving Loan or Letter of Credit determined as of such date or, in the case of a Currency Valuation Notice received by the Administrative Agent prior to 10:00 a.m., New York City time, on a Business Day, on such Business Day or, in the case of a Currency Valuation Notice otherwise received, date. The Dollar Equivalent so determined shall become effective on the first Business Day after immediately following such Currency Valuation Notice is received. Upon making such determination, the Administrative Agent shall promptly notify the Lenders and the Applicable Borrowers thereof. For purposes hereof, “Currency Valuation Notice” means a notice given by the Required Lenders to the Administrative Agent stating that such notice is determination (a “Currency Valuation Notice” Reset Date”) and requesting that shall remain effective until the Administrative Agent determine next succeeding Reset Date. (b) If, on any Reset Date and on the Revolving Credit Loan Maturity Date the Dollar Equivalent of the then aggregate outstanding amount of all Revolving Loans and Letters of Credit denominated in Foreign Currencies. The Administrative Agent shall not be required to make more than one valuation determination pursuant to Currency Valuation Notices within any month. If, on the date of such determinationLoans, the total Revolving Credit Exposure Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceeds the Total Commitment for three (including 3) or more consecutive Business Days (but only as to the Dollar Equivalent of Reset Date), then the Borrower shall repay or prepay the Revolving Credit Exposure denominated in Foreign Currencies) exceeds 103% of the total Commitments, the Applicable Borrowers shall, if requested by the Required Lenders (through the Administrative Agent), immediately prepay the Revolving Loans (whether denominated in Dollars or Foreign Currencies) in an amount sufficient to eliminate such excess. If, on the date of such determination, the LC Exposure (including the Dollar Equivalent of the LC Exposure denominated in Foreign Currencies) exceeds the LC Sublimit, the Borrowers shall, if requested by the Required Lenders (through the Administrative Agent), provide Cash Collateral in Dollars in respect of the LC Exposure in accordance with Section 2.06(j) this Credit Agreement in an aggregate principal amount at least equal to such excess. that, after giving effect thereto, the aggregate outstanding amount (expressed in Dollars) of all Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations no longer exceeds the Total Commitment (expressed in Dollars). (c) Without duplication of any Cash Collateral provided pursuant to the immediately preceding sentencelimiting subsection §5.10.2(b), if, on any day prior to the date of such determinationRevolving Credit Loan Maturity Date, the face aggregate outstanding amount (expressed in Dollars) of outstanding Letters of all Revolving Credit Loans plus the Maximum Drawing Amount plus the Unpaid Reimbursement Obligations exceeds the Total Commitment by five percent (including 5%) or more, then (x) the Dollar Equivalent of any such face amount denominated in Foreign CurrenciesAgent shall give notice thereof to the Borrower and the Banks and (y) issued by any Issuing Bank exceeds such Issuing Bank’s Applicable LC Fronting Sublimitwithin two (2) Business Days thereafter, the Borrowers Borrower shall provide Cash Collateral repay or prepay the Revolving Credit Loans in Dollars accordance with this Credit Agreement in an aggregate principal amount at least equal such that, after giving effect thereto, the aggregate outstanding amount (expressed in Dollars) of all Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations no longer exceeds the Total Commitment (expressed in Dollars). Nothing set forth in this §5.10.2 shall be construed to such excessrequire the Agent to calculate daily compliance under this §5.10.2 unless expressly requested to do so by a Bank.

Currency Fluctuations. On (a) Not later than 1:00 p.m. (Boston time) on the last Business Day of each calendar month prior to (the Maturity Date and promptly upon the receipt by the Administrative Agent of a Currency Valuation Notice (as defined below"Calculation Date"), the Administrative Agent shall determine the aggregate outstanding principal or face amount of all Revolving Loans and Letters of Credit denominated in Foreign Currencies. For the purpose of this determination, the outstanding principal or face amount of any Revolving Loan or Letter of Credit, as the case may be, denominated in a Foreign Currency shall be deemed to be the Dollar Equivalent of such Revolving Loan or Letter of Credit determined as of such date or, in the case of a Currency Valuation Notice received by the Administrative Agent prior to 10:00 a.m., New York City time, on a Business Day, on such Business Day or, in the case of a Currency Valuation Notice otherwise received, date. The Dollar Equivalent so determined shall become effective on the first Business Day after immediately following such Currency Valuation Notice is received. Upon making such determinationdetermination (a "Reset Date") and shall remain effective until the next succeeding Reset Date. (b) If, on any Reset Date and on the Administrative Agent shall promptly notify the Lenders and the Applicable Borrowers thereof. For purposes hereofRevolving Credit Loan Maturity Date, “Currency Valuation Notice” means a notice given by the Required Lenders to the Administrative Agent stating that such notice is a “Currency Valuation Notice” and requesting that the Administrative Agent determine the Dollar Equivalent of the then aggregate outstanding amount of all Revolving Loans and Letters of Credit denominated in Foreign Currencies. The Administrative Agent shall not be required to make more than one valuation determination pursuant to Currency Valuation Notices within any month. If, on the date of such determinationLoans, the total Revolving Credit Exposure Maximum Drawing Amount, all Unpaid Reimbursement Obligations and the aggregate face amount of all outstanding Bankers' Acceptances exceeds the Total Commitment for three (including 3) or more consecutive Business Days (but only as to the Dollar Equivalent of Reset Date), then the applicable Borrowers shall repay or prepay the Revolving Credit Exposure denominated in Foreign Currencies) exceeds 103% of the total Commitments, the Applicable Borrowers shall, if requested by the Required Lenders (through the Administrative Agent), immediately prepay the Revolving Loans (whether denominated in Dollars or Foreign Currencies) in an amount sufficient to eliminate such excess. If, on the date of such determination, the LC Exposure (including the Dollar Equivalent of the LC Exposure denominated in Foreign Currencies) exceeds the LC Sublimit, the Borrowers shall, if requested by the Required Lenders (through the Administrative Agent), provide Cash Collateral in Dollars in respect of the LC Exposure in accordance with Section 2.06(j) this Credit Agreement in an aggregate principal amount at least equal to such excess. that, after giving effect thereto, the aggregate outstanding amount (expressed in Dollars) of all Revolving Credit Loans plus the Maximum Drawing Amount, all Unpaid Reimbursement Obligations and the aggregate face amount of all outstanding Bankers' Acceptances no longer exceeds the Total Commitment (expressed in Dollars). (c) Without duplication of any Cash Collateral provided pursuant to the immediately preceding sentencelimiting subsection ss.5.3.3.2(b), if, on any day prior to the date of such determinationRevolving Credit Loan Maturity Date, the aggregate outstanding amount (expressed in Dollars) of all Revolving Credit Loans plus the Maximum Drawing Amount plus the Unpaid Reimbursement Obligations plus the aggregate face amount of all outstanding Letters of Credit Bankers' Acceptances exceeds the Total Commitment by five percent (including 5%) or more, then (i) the Dollar Equivalent of any such face amount denominated in Foreign CurrenciesAgent shall give notice thereof to the Borrower and the Banks and (ii) issued by any Issuing Bank exceeds such Issuing Bank’s Applicable LC Fronting Sublimitwithin two (2) Business Days thereafter, the Borrowers shall provide Cash Collateral repay or prepay the Revolving Credit Loans in Dollars accordance with this Credit Agreement in an aggregate principal amount at least equal to such excessthat, after giving effect thereto, the aggregate outstanding amount (expressed in Dollars) of all Revolving Credit Loans plus the Maximum Drawing Amount, all Unpaid Reimbursement Obligations and the aggregate face amount of all Bankers' Acceptances no longer exceeds the Total Commitment (expressed in Dollars). Nothing set forth in this ss.5.

Currency Fluctuations. On (a) Not later than 11:00 a.m. (Boston time) on the last Business Day of each calendar month prior to (the Maturity Date and promptly upon the receipt by the Administrative Agent of a Currency Valuation Notice (as defined below"Calculation Date"), the Administrative Agent shall determine the aggregate outstanding principal or face amount of all Revolving Loans and Letters of Credit denominated in Foreign Currencies. For the purpose of this determination, the outstanding principal or face amount of any Revolving Loan or Letter of Credit, as the case may be, denominated in a Foreign Currency shall be deemed to be the Dollar Equivalent of such Revolving Loan or Letter of Credit determined as of such date or, in the case of a Currency Valuation Notice received by the Administrative Agent prior to 10:00 a.m., New York City time, on a Business Day, on such Business Day or, in the case of a Currency Valuation Notice otherwise received, date. The Dollar Equivalent so determined shall become effective on the first Business Day after immediately following such Currency Valuation Notice is received. Upon making such determinationdetermination (a "Reset Date") and shall remain effective until the next succeeding Reset Date. (b) If, on any Reset Date and on the Administrative Agent shall promptly notify the Lenders and the Applicable Borrowers thereof. For purposes hereof, “Currency Valuation Notice” means a notice given by the Required Lenders to the Administrative Agent stating that such notice is a “Currency Valuation Notice” and requesting that the Administrative Agent determine Revolving Credit Loan Maturity Date the Dollar Equivalent of the then aggregate outstanding amount of all Revolving Loans and Letters of Credit denominated in Foreign Currencies. The Administrative Agent shall not be required to make more than one valuation determination pursuant to Currency Valuation Notices within any month. If, on the date of such determinationLoans, the total Revolving Credit Exposure Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceeds the Total Commitment for three (including 3) or more consecutive Business Days (but only as to the Dollar Equivalent of Reset Date), then the Borrower shall repay or prepay the Revolving Credit Exposure denominated in Foreign Currencies) exceeds 103% of the total Commitments, the Applicable Borrowers shall, if requested by the Required Lenders (through the Administrative Agent), immediately prepay the Revolving Loans (whether denominated in Dollars or Foreign Currencies) in an amount sufficient to eliminate such excess. If, on the date of such determination, the LC Exposure (including the Dollar Equivalent of the LC Exposure denominated in Foreign Currencies) exceeds the LC Sublimit, the Borrowers shall, if requested by the Required Lenders (through the Administrative Agent), provide Cash Collateral in Dollars in respect of the LC Exposure in accordance with Section 2.06(j) this Credit Agreement in an aggregate principal amount at least equal to such excess. that, after giving effect thereto, the aggregate outstanding amount (expressed in Dollars) of all Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations no longer exceeds the Total Commitment (expressed in Dollars). (c) Without duplication of any Cash Collateral provided pursuant to the immediately preceding sentencelimiting subsection ss.5.12.2(b), if, on any day prior to the date of such determinationRevolving Credit Loan Maturity Date, the face aggregate outstanding amount (expressed in Dollars) of outstanding Letters of all Revolving Credit Loans plus the Maximum Drawing Amount plus the Unpaid Reimbursement Obligations exceeds the Total Commitment by five percent (including 5%) or more, then (x) the Dollar Equivalent of any such face amount denominated in Foreign CurrenciesAgent shall give notice thereof to the Borrower and the Banks and (y) issued by any Issuing Bank exceeds such Issuing Bank’s Applicable LC Fronting Sublimitwithin two (2) Business Days thereafter, the Borrowers Borrower shall provide Cash Collateral repay or prepay the Revolving Credit Loans in Dollars accordance with this Credit Agreement in an aggregate principal amount at least equal to such excessthat, after giving effect thereto, the aggregate outstanding amount (expressed in Dollars) of all Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations no longer exceeds the Total Commitment (expressed in Dollars). Nothing set forth in this ss.5.

Currency Fluctuations. On the last Once quarterly on such Business Day of each month prior to as the Maturity Date Administrative Agent shall determine and promptly upon the receipt by the Administrative Agent of a Currency Valuation Notice (as defined below), the Administrative Agent shall determine (x) the total Multicurrency Revolving Credit Exposures and (y) the aggregate outstanding principal or face amount of all Revolving outstanding Competitive Loans and Letters of Credit denominated in Foreign Currencies. For the purpose of this determination, the outstanding principal or face amount of any Revolving Credit Loan or Letter of Credit, as the case may be, or Credit that is denominated in a any Foreign Currency shall be deemed to be the Dollar Equivalent of such Revolving Credit Loan or Letter of Credit Credit, as the case may be, determined as of such determination date or, in the case of a Currency Valuation Notice received by the Administrative Agent prior to 10:00 11:00 a.m., New York City time, on a Business Day, on such Business Day or, in the case of a Currency Valuation Notice otherwise received, on the first Business Day after such Currency Valuation Notice is received. Upon making such determination, the Administrative Agent shall promptly notify the Revolving Credit Lenders and the Applicable Borrowers Borrower thereof. For purposes hereof, “Currency Valuation Notice” means a notice given by the Required Multicurrency Revolving Credit Lenders having more than 50% of the Multicurrency Revolving Credit Sub-Commitments to the Administrative Agent stating that such notice is a “Currency Valuation Notice” and requesting that the Administrative Agent determine make the Dollar Equivalent of determination contemplated above; provided that the then outstanding Revolving Loans and Letters of Credit denominated in Foreign Currencies. The Administrative Agent shall not be required to make more than one valuation determination pursuant to Currency Valuation Notices within any monthrolling three month period. If, on the date of such determination, (A) the total Multicurrency Revolving Credit Exposures exceed 105% of the aggregate amount of the Multicurrency Revolving Credit Sub-Commitments or (B) the sum of the total Revolving Credit Exposure (including Exposures plus the Dollar Equivalent aggregate principal amount of outstanding Competitive Loans exceeds 105% of the aggregate amount of the Revolving Credit Exposure denominated in Foreign Currencies) exceeds 103% of the total Commitments, the Applicable Borrowers shall, if requested by the Required Lenders (through the Administrative Agent), immediately Borrower shall prepay the Revolving Loans (whether denominated in Dollars or Foreign Currencies) in an amount sufficient to eliminate such excess. If, on the date of such determination, the and/or provide cover for LC Exposure (including the Dollar Equivalent of the LC Exposure denominated as specified in Foreign CurrenciesSection 2.06(k)) exceeds the LC Sublimit, the Borrowers shall, if requested by the Required Lenders (through the Administrative Agent), provide Cash Collateral in Dollars in respect of the LC Exposure in accordance with the last sentence of paragraph (i) of this Section 2.06(j) 2.11(c), in an aggregate amount at least equal to such excess. Without duplication of any Cash Collateral provided pursuant to the immediately preceding sentence, if, on the date of such determination, the face amount of outstanding Letters of Credit (including the Dollar Equivalent of any such face amount denominated in Foreign Currencies) issued by any Issuing Bank exceeds such Issuing Bank’s Applicable LC Fronting Sublimit, the Borrowers shall provide Cash Collateral in Dollars in an amount at least equal to such excess.

Currency Fluctuations. On the last Once quarterly on such Business Day and, during the continuation of an Event of Default, on any other Business Day, in each month prior to case as the Maturity Date Administrative Agent shall determine and otherwise promptly upon the receipt by the Administrative Agent of a Currency Valuation Notice (as defined below), the Administrative Agent shall determine (x) the total Multicurrency Revolving Credit Exposures and (y) the aggregate outstanding principal or face amount of all Revolving outstanding Competitive Loans and Letters of Credit denominated in Foreign Currencies. For the purpose of this determination, the outstanding principal or face amount of any Revolving Credit Loan or Letter of Credit, as the case may be, or Credit that is denominated in a any Foreign Currency shall be deemed to be the Dollar Equivalent of such Revolving Credit Loan or Letter of Credit Credit, as the case may be, determined as of such determination date or, in the case of a Currency Valuation Notice received by the Administrative Agent prior to 10:00 11:00 a.m., New York City time, on a Business Day, on such Business Day or, in the case of a Currency Valuation Notice otherwise received, on the first Business Day after such Currency Valuation Notice is received. Upon making such determination, the Administrative Agent shall promptly notify the Revolving Credit Lenders and the Applicable Borrowers Borrower thereof. For purposes hereof, “Currency Valuation Notice” means a notice given by the Required Multicurrency Revolving Credit Lenders having more than 50% of the Multicurrency Revolving Credit Sub-Commitments to the Administrative Agent stating that such notice is a “Currency Valuation Notice” and requesting that the Administrative Agent determine make the Dollar Equivalent of determination contemplated above; provided that the then outstanding Revolving Loans and Letters of Credit denominated in Foreign Currencies. The Administrative Agent shall not be required to make more than one valuation determination pursuant to Currency Valuation Notices within any monthrolling three month period. If, on the date of such determination, (A) the total Multicurrency Revolving Credit Exposures exceed 105% of the aggregate amount of the Multicurrency Revolving Credit Sub-Commitments or (B) the sum of the total Revolving Credit Exposure (including Exposures plus the Dollar Equivalent aggregate principal amount of outstanding Competitive Loans exceeds 105% of the aggregate amount of the Revolving Credit Exposure denominated in Foreign Currencies) exceeds 103% of the total Commitments, the Applicable Borrowers shall, if requested by the Required Lenders (through the Administrative Agent), immediately Borrower shall prepay the Revolving Loans (whether denominated in Dollars or Foreign Currencies) in an amount sufficient to eliminate such excess. If, on the date of such determination, the and/or provide cover for LC Exposure (including the Dollar Equivalent of the LC Exposure denominated as specified in Foreign CurrenciesSection 2.06(k)) exceeds the LC Sublimit, the Borrowers shall, if requested by the Required Lenders (through the Administrative Agent), provide Cash Collateral in Dollars in respect of the LC Exposure in accordance with the last sentence of paragraph (i) of this Section 2.06(j) 2.11(b), in an aggregate amount at least equal to such excess. Without duplication of any Cash Collateral provided pursuant to the immediately preceding sentence, if, on the date of such determination, the face amount of outstanding Letters of Credit (including the Dollar Equivalent of any such face amount denominated in Foreign Currencies) issued by any Issuing Bank exceeds such Issuing Bank’s Applicable LC Fronting Sublimit, the Borrowers shall provide Cash Collateral in Dollars in an amount at least equal to such excess.

Currency Fluctuations. On the last Business Day of each month prior to the Maturity Date and promptly upon the receipt by the Administrative Agent of a Currency Valuation Notice (as defined below), the Administrative Agent shall determine the aggregate outstanding principal or face amount of all Revolving Loans and Letters of Credit denominated in Foreign Currencies. For the purpose of this determination, the outstanding principal or face amount of any Revolving Loan or Letter of Credit, as the case may be, denominated in a Foreign Currency shall be deemed to be the Dollar Equivalent of such Revolving Loan or Letter of Credit determined as of such date or, in the case of a Currency Valuation Notice received by the Administrative Agent prior to 10:00 a.m., New York City time, on a Business Day, on such Business Day or, in the case of a Currency Valuation Notice otherwise received, on the first Business Day after such Currency Valuation Notice is received. Upon making such determination, the Administrative Agent shall promptly notify the Lenders and the Applicable Borrowers thereof. For purposes hereof, “Currency Valuation Notice” means a notice given by the Required Lenders to the Administrative Agent stating that such notice is a “Currency Valuation Notice” and requesting that the Administrative Agent determine the Dollar Equivalent of the then outstanding Revolving Loans and Letters of Credit denominated in Foreign Currencies. The Administrative Agent shall not be required to make more than one valuation determination pursuant to Currency Valuation Notices within any month. If, on the date of such determination, the total Revolving Credit Exposure (including the Dollar Equivalent of the Revolving Credit Exposure denominated in Foreign Currencies) exceeds 103% of the total Commitments, the Applicable Borrowers shall, if requested by the Required Lenders (through the Administrative Agent), immediately prepay the Revolving Loans (whether denominated in Dollars or Foreign Currencies) in an amount sufficient to eliminate such excess. If, on the date of such determination, the LC Exposure (including the Dollar Equivalent of the LC Exposure denominated in Foreign Currencies) exceeds the LC Sublimit, the Borrowers shall, if requested by the Required Lenders (through the Administrative Agent), provide Cash Collateral in Dollars in respect of the LC Exposure in accordance with Section 2.06(j) in an amount at least equal to such excess. Without duplication of any Cash Collateral provided pursuant to the immediately preceding sentence, if, on the date of such determination, the face amount of outstanding Letters of Credit (including the Dollar Equivalent of any such face amount denominated in Foreign Currencies) issued by any Issuing Bank exceeds such Issuing Bank’s Applicable LC Fronting Sublimit, the Borrowers shall provide Cash Collateral in Dollars in an amount at least equal to such excess.

Currency Fluctuations. On (a) Not later than 1:00 p.m. (Boston time) on the last Business Day of each calendar month prior to (the Maturity Date and promptly upon the receipt by the Administrative Agent of a Currency Valuation Notice (as defined below"Calculation Date"), the Administrative Agent shall determine the aggregate outstanding principal or face amount of all Revolving Loans and Letters of Credit denominated in Foreign Currencies. For the purpose of this determination, the outstanding principal or face amount of any Revolving Loan or Letter of Credit, as the case may be, denominated in a Foreign Currency shall be deemed to be the Dollar Equivalent of such Revolving Loan or Letter of Credit determined as of such date or, in the case of a Currency Valuation Notice received by the Administrative Agent prior to 10:00 a.m., New York City time, on a Business Day, on such Business Day or, in the case of a Currency Valuation Notice otherwise received, date. The Dollar Equivalent so determined shall become effective on the first Business Day after immediately following such Currency Valuation Notice is received. Upon making such determination, determination (a "Reset Date") and shall remain effective until the Administrative Agent shall promptly notify the Lenders and the Applicable Borrowers thereof. For purposes hereof, “Currency Valuation Notice” means a notice given by the Required Lenders to the Administrative Agent stating that such notice is a “Currency Valuation Notice” and requesting that the Administrative Agent determine the Dollar Equivalent of the then outstanding Revolving Loans and Letters of Credit denominated in Foreign Currencies. The Administrative Agent shall not be required to make more than one valuation determination pursuant to Currency Valuation Notices within any month. next succeeding Reset Date. (b) If, on the date of such determination, the total Revolving Credit Exposure (including the Dollar Equivalent of any Reset Date and on the Revolving Credit Exposure denominated Loan Maturity Date, the aggregate outstanding amount (expressed in Foreign CurrenciesDollars) exceeds 103% of all Revolving Credit Loans, the sum of the total CommitmentsMaximum Drawing Amount on such date and all Unpaid Reimbursement Obligations on such date, exceeds the lesser of (i) Total Commitment and (ii) the Borrowing Base, then (i) the Agent shall give notice thereof to the Borrower and the Banks and (ii) within two (2) Business Days thereafter, the Applicable Borrowers shall, if requested by the Required Lenders (through the Administrative Agent), immediately Borrower shall repay or prepay the Revolving Credit Loans (whether denominated in Dollars or Foreign Currencies) in an amount sufficient to eliminate such excess. If, on the date of such determination, the LC Exposure (including the Dollar Equivalent of the LC Exposure denominated in Foreign Currencies) exceeds the LC Sublimit, the Borrowers shall, if requested by the Required Lenders (through the Administrative Agent), provide Cash Collateral in Dollars in respect of the LC Exposure in accordance with Section 2.06(j) this Credit Agreement in an aggregate principal amount at least equal to such excess. that, after giving effect thereto, the aggregate outstanding amount (expressed in Dollars) of all Revolving Credit Loans and the sum of the Maximum Drawing Amount on such date and all Unpaid Reimbursement Obligations on such date, no longer exceeds the lesser of (i) the Total Commitment (expressed in Dollars) and (ii) the Borrowing Base. (c) Without duplication of any Cash Collateral provided pursuant to the immediately preceding sentencelimiting subsection Section 6.2.3.2(b), if, on any day prior to the date of such determinationRevolving Credit Loan Maturity Date, the face aggregate outstanding amount (expressed in Dollars) of all Revolving Credit Loans and the sum of the Maximum Drawing Amount on such date and all Unpaid Reimbursement Obligations on such date, exceeds the lesser of (i) the Total Commitment and (ii) the Borrowing Base or more, then (i) the Agent shall give notice thereof to the Borrower and the Banks and (ii) the Borrower shall immediately repay or prepay the Revolving Credit Loans in accordance with this Credit Agreement in an aggregate principal amount such that, after giving effect thereto, the aggregate outstanding amount (expressed in Dollars) of all Revolving Credit Loans and the sum of the Maximum Drawing Amount on such date and all Unpaid Reimbursement Obligations on such date, no longer exceeds the lesser of (i) the Total Commitment (expressed in Dollars) and (ii) the Borrowing Base. Nothing set forth in this Section 6.2.3.2 shall be construed to require the Agent to calculate daily compliance under this Section 6.2.3.2 unless expressly requested to do so by a Bank. (d) If on any Reset Date, the sum of the Maximum Drawing Amount on such date and all Unpaid Reimbursement Obligations on such date (expressed in Dollars) exceeds the Letter of Credit sublimit set forth in Section 4.1 (expressed in Dollars), then the Borrower shall immediately upon demand provide cash collateral to the Agent such that, after giving effect thereto, the aggregate outstanding amount of outstanding Letters the sum of the Maximum Drawing Amount on such date and all Unpaid Reimbursement Obligations on such date (expressed in Dollars) no longer exceed the Letter of Credit (including the Dollar Equivalent of any such face amount denominated sublimit set forth in Foreign Currencies) issued by any Issuing Bank exceeds such Issuing Bank’s Applicable LC Fronting Sublimit, the Borrowers shall provide Cash Collateral in Dollars in an amount at least equal to such excessSection 4.1.

Currency Fluctuations. On (a) Not later than 1:00 p.m. (Hartford, Connecticut time) on the last Business Day of each calendar month prior or, in the event that the Exchange Rate fluctuates in excess of 10% during such calendar month, any other Business Day (up to one additional time per month with respect to Pounds Sterling or Euros, as the Maturity Date and promptly upon case may be) in the receipt by discretion of the Administrative Agent of a Currency Valuation Notice (as defined belowthe "CALCULATION DATE"), the Administrative Agent shall determine the aggregate outstanding principal or face amount Exchange Rate as of such date. The Exchange Rate so determined shall become effective on the first Business Day immediately following such determination (a "RESET DATE") and shall remain effective until the next succeeding Reset Date. Nothing contained in this Section 4.14 shall be construed to require the Administrative Agent to calculate compliance under this Section 4.14 more frequently than once each month. -77- (b) Not later than 4:00 p.m. (Hartford time) on each Reset Date, the Administrative Agent shall determine the Dollar Equivalent of the Revolving Credit Loans advanced to each of the Foreign Borrowers and the Maximum Drawing Amount and all Revolving Loans and Unpaid Reimbursement Obligations with respect to Letters of Credit denominated issued for the account of such Borrower. (c) If, on any Reset Date, (A) the Dollar Equivalent of the U.K. Exposure exceeds the U.K. Borrowing Base or (B) (ii) the Dollar Equivalent of the aggregate outstanding amount of Base Rate Loans advanced to the U.K. Borrower exceeds the Overdraft Facility Sublimit (in Foreign Currencies. For the purpose of this determinationeach case, the outstanding principal or face amount of any Revolving Loan such excess referred to herein as the "U.K. EXCESS AMOUNT") by more than one percent (1%) of the amount of the U.K. Borrowing Base or Letter of Creditthe Overdraft Facility Sublimit, as the case may be, denominated in a Foreign Currency shall be deemed to be the Dollar Equivalent of such Revolving Loan or Letter of Credit determined as of such date or, in the case of a Currency Valuation Notice received by the Administrative Agent prior to 10:00 a.m., New York City time, on a Business Day, on such Business Day or, in the case of a Currency Valuation Notice otherwise received, on the first Business Day after such Currency Valuation Notice is received. Upon making such determination, then (A) the Administrative Agent shall promptly notify give notice thereof to the U.K. Borrower, the Fronting Bank and the applicable Lenders and (B) within two (2) Business Days thereafter, the U.K. Borrower shall repay or prepay such Revolving Credit Loans and Unpaid Reimbursement Obligations and provide cash collateral for such Maximum Drawing Amounts in accordance with this Credit Agreement in an aggregate principal amount such that, after giving effect thereto, the U.K. Exposure no longer exceeds the U.K. Borrowing Base or the Overdraft Facility Sublimit, as applicable. (d) If, on any Reset Date, the Austrian Exposure exceeds the Austrian Borrowing Base (the amount of such excess referred to herein as the "AUSTRIAN EXCESS AMOUNT") by more than one percent (1%) of the amount of the Austrian Borrowing Base, then (A) the Administrative Agent shall give notice thereof to the Austrian Borrower, the Fronting Bank and the Lenders and (B) within two (2) Business Days thereafter, the Applicable Borrowers thereof. For purposes hereofAustrian Borrower shall repay or prepay such Revolving Credit Loans and Unpaid Reimbursement Obligations and provide cash collateral for such Maximum Drawing Amounts in accordance with this Credit Agreement in an aggregate principal amount such that, “Currency Valuation Notice” means a notice given after giving effect thereto, the Austrian Exposure no longer exceeds the Austrian Borrowing Base. (e) If, on any Reset Date, the German Exposure exceeds the German Borrowing Base (the amount of such excess referred to herein as the "GERMAN EXCESS AMOUNT") by more than one percent (1%) of the Required Lenders to amount of the German Borrowing Base, then (A) the Administrative Agent stating that shall give notice thereof to the German Borrower, the Fronting Bank and the Lenders and (B) within two (2) Business Days thereafter, the German Borrower shall repay or prepay such notice is a “Currency Valuation Notice” and requesting that the Administrative Agent determine the Dollar Equivalent of the then outstanding Revolving Credit Loans and Letters of Credit denominated in Foreign Currencies. The Administrative Agent shall not be required to make more than one valuation determination pursuant to Currency Valuation Notices within any month. If, on the date of Unpaid Reimbursement Obligations and provide cash collateral for such determination, the total Revolving Credit Exposure (including the Dollar Equivalent of the Revolving Credit Exposure denominated in Foreign Currencies) exceeds 103% of the total Commitments, the Applicable Borrowers shall, if requested by the Required Lenders (through the Administrative Agent), immediately prepay the Revolving Loans (whether denominated in Dollars or Foreign Currencies) in an amount sufficient to eliminate such excess. If, on the date of such determination, the LC Exposure (including the Dollar Equivalent of the LC Exposure denominated in Foreign Currencies) exceeds the LC Sublimit, the Borrowers shall, if requested by the Required Lenders (through the Administrative Agent), provide Cash Collateral in Dollars in respect of the LC Exposure Maximum Drawing Amounts in accordance with Section 2.06(j) this Credit Agreement in an aggregate principal amount at least equal to such excess. Without duplication of any Cash Collateral provided pursuant to the immediately preceding sentencethat, if, on the date of such determinationafter giving effect thereto, the face amount of outstanding Letters of Credit (including German Exposure no longer exceeds the Dollar Equivalent of any such face amount denominated in Foreign Currencies) issued by any Issuing Bank exceeds such Issuing Bank’s Applicable LC Fronting Sublimit, the Borrowers shall provide Cash Collateral in Dollars in an amount at least equal to such excessGerman Borrowing Base.

Currency Fluctuations. On the last Once quarterly on such Business Day and, during the continuation of an Event of Default, on any other Business Day, in each month prior to case as the Maturity Date Administrative Agent shall determine and otherwise promptly upon the receipt by the Administrative Agent of a Currency Valuation Notice (as defined below), the Administrative Agent shall determine (x) the total Multicurrency Revolving Credit Exposures and (y) the aggregate outstanding principal or face amount of all Revolving outstanding Competitive Loans and Letters of Credit denominated in Foreign Currencies. For the purpose of this determination, the outstanding principal or face amount of any Revolving Credit Loan or Letter of Credit, as the case may be, or Credit that is denominated in a any Foreign Currency shall be deemed to be the Dollar Equivalent of such Revolving Credit Loan or Letter of Credit Credit, as the case may be, determined as of such determination date or, in the case of a Currency Valuation Notice received by the Administrative Agent prior to 10:00 11:00 a.m., New York City time, on a Business Day, on such Business Day or, in the case of a Currency Valuation Notice otherwise received, on the first Business Day after such Currency Valuation Notice is received. Upon making such determination, the Administrative Agent shall promptly notify the Revolving Credit Lenders and the Applicable Borrowers Borrower thereof. For purposes hereof, “Currency Valuation Notice” means a notice given by the Required Multicurrency Revolving Credit Lenders having more than 50% of the Multicurrency Revolving Credit Sub-Commitments to the Administrative Agent stating that such notice is a “Currency Valuation Notice” and requesting that the Administrative Agent determine make the Dollar Equivalent of determination contemplated above; provided that the then outstanding Revolving Loans and Letters of Credit denominated in Foreign Currencies. The Administrative Agent shall not be required to make more than one valuation determination pursuant to Currency Valuation Notices within any monthrolling three month period. If, on the date of such determination, (A) the total Multicurrency Revolving Credit Exposures exceed 105% of the aggregate amount of the Multicurrency Revolving Credit Sub-Commitments or (B) the sum of the total Revolving Credit Exposure (including Exposures plus the Dollar Equivalent aggregate principal amount of outstanding Competitive Loans exceeds 105% of the aggregate amount of the Revolving Credit Exposure denominated in Foreign Currencies) exceeds 103% of the total Commitments, the Applicable Borrowers shall, if requested by the Required Lenders (through the Administrative Agent), immediately Borrower shall prepay the Revolving Loans (whether denominated in Dollars or Foreign Currencies) in an amount sufficient to eliminate such excess. If, on the date of such determination, the and/or provide cover for LC Exposure (including the Dollar Equivalent of the LC Exposure denominated as specified in Foreign CurrenciesSection 2.06(k)) exceeds the LC Sublimit, the Borrowers shall, if requested by the Required Lenders (through the Administrative Agent), provide Cash Collateral in Dollars in respect of the LC Exposure in accordance with the last sentence of paragraph (i) of this Section 2.06(j) 2.11(c), in an aggregate amount at least equal to such excess. Without duplication of any Cash Collateral provided pursuant to the immediately preceding sentence, if, on the date of such determination, the face amount of outstanding Letters of Credit (including the Dollar Equivalent of any such face amount denominated in Foreign Currencies) issued by any Issuing Bank exceeds such Issuing Bank’s Applicable LC Fronting Sublimit, the Borrowers shall provide Cash Collateral in Dollars in an amount at least equal to such excess.

Currency Fluctuations. On The Administrative Agent may set up standards and procedures to determine or redetermine the last Business Day equivalent in Dollars of each month prior to any amount expressed in any currency other than Dollars and otherwise may, but shall not be obligated to, rely on any determination made by the Maturity Date and promptly upon Company or any of its Subsidiaries or the receipt Issuing Bank. Any such determination or redetermination by the Administrative Agent shall be conclusive and binding for all purposes, absent demonstrable error. No determination or redetermination by any Lender or the Company or any Subsidiary of a Currency Valuation Notice the Company and no other currency conversion shall change or release any obligation of the Company, any Subsidiary of the Company or of any Lender or Issuing Bank (as defined below), other than the Administrative Agent shall determine Agent) under any Credit Document, each of which agrees to pay separately for any shortfall remaining after any conversion and payment of the aggregate outstanding principal or face amount of all Revolving Loans and Letters of Credit denominated as converted (in Foreign Currencies. For each case, as required pursuant to the purpose terms of this determinationAgreement). In addition to all payment requirements of the Company and the Lenders set forth in this Agreement, the outstanding principal or face amount of any Revolving Loan or Letter of Credit, as the case may be, denominated in a Foreign Currency shall be deemed to be the Dollar Equivalent of such Revolving Loan or Letter of Credit determined as of such date or, in the case of a Currency Valuation Notice received by the Administrative Agent prior to 10:00 a.m., New York City timeif, on a Business Day, on such Business Day or, in the case any date of a Currency Valuation Notice otherwise received, on the first Business Day after such Currency Valuation Notice is received. Upon making such determination, the Administrative Agent determines that as a result of the currency conversion described above (a) the Total Utilization of Revolving Commitments exceeds the aggregate Revolving Commitments then in effect or (b) the total Letter of Credit Usage exceeds the Letter of Credit Sublimit, then (i) the Administrative Agent shall promptly notify give notice thereof to the Company and the Lenders and (ii) within one (1) Business Day thereafter, the Applicable Borrowers thereof. For purposes hereofCompany shall either (x) in the case of clause (a) above, “Currency Valuation Notice” means a notice given repay or prepay Revolving Loans in accordance with this Agreement in an aggregate principal amount such that, after giving effect thereto, the Total Utilization of Revolving Commitments shall not exceed the total Revolving Commitments then in effect or (y) in the case of clause (b) above, cash collateralize the outstanding Letters of Credit in an amount in Dollars equal to the amount by which the Required Lenders Letter of Credit Usage exceeds the Letter of Credit Sublimit on terms reasonably satisfactory to the Administrative Agent stating that (which such notice is a “Currency Valuation Notice” and requesting that cash collateral shall be held by the Administrative Agent determine until such time as the Dollar Equivalent of Administrative Agent determines in its sole discretion that the then outstanding Revolving Loans and Letters Letter of Credit denominated in Foreign CurrenciesUsage no longer exceeds the Letter of Credit Sublimit). The Administrative Agent shall not be required may set up appropriate mechanisms to make more round up or down or otherwise round up or down amounts hereunder to the nearest higher or lower amount and may determine reasonable de minimis payment thresholds. In the event the Issuing Lender has honored any draw under any Letter of Credit issued in a currency other than one valuation determination pursuant to Currency Valuation Notices within any month. If, on the date of such determinationDollars, the total Revolving Credit Exposure (including Company shall reimburse the Dollar Equivalent of the Revolving Credit Exposure denominated in Foreign Currencies) exceeds 103% of the total Commitments, the Applicable Borrowers shall, if requested by the Required Lenders (through the Administrative Agent), immediately prepay the Revolving Loans (whether denominated in Dollars or Foreign Currencies) in an amount sufficient to eliminate such excess. If, on the date of such determination, the LC Exposure (including the Dollar Equivalent of the LC Exposure denominated in Foreign Currencies) exceeds the LC Sublimit, the Borrowers shall, if requested by the Required Lenders (through the Administrative Agent), provide Cash Collateral in Dollars in respect of the LC Exposure Issuing Lender in accordance with Section 2.06(j) the terms set forth herein in an amount at least equal to such excess. Without duplication of any Cash Collateral provided pursuant to the immediately preceding sentence, if, on the date currency of such determinationdrawing or, solely if agreed to by the face amount Issuing Lender, in Dollars.” (c) Section 2.4(a)(i) of outstanding Letters the Credit Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof (i) each Letter of Credit (including the Dollar Equivalent of any such face amount shall be denominated in Foreign CurrenciesDollars, Sterling or any other currency that (w) issued has been agreed to by any Issuing Bank exceeds such Issuing Bank’s Applicable LC Fronting Sublimitthe Administrative Agent acting in its sole discretion, the Borrowers shall provide Cash Collateral in (x) is readily available, (y) is freely traded and (z) is convertible into Dollars in an amount at least equal to such excess.the international interbank market;”