Common use of Exchange Rates; Currency Equivalents Clause in Contracts

Exchange Rates; Currency Equivalents. (a) The Administrative Agent or the applicable L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants, default thresholds or financial ratio tests hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the applicable L/C Issuer, as applicable. If any basket in Article VIII is exceeded solely as a result of fluctuations in the applicable Dollar Equivalent amount after the last time such basket was utilized, such basket will not be deemed to have been exceeded solely as a result of such fluctuations in the applicable Dollar Equivalent amount. In addition, if any Indebtedness is incurred to refinance other Indebtedness denominated in a currency other than Dollars, and such refinancing would cause the applicable dollar-denominated restriction in Article VIII to be exceeded if calculated at the applicable Dollar Equivalent amount on the date of such refinancing, such dollar-denominated restrictions shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the sum of (i) the outstanding or committed principal amount, as applicable of such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing.

Exchange Rates; Currency Equivalents. (a) The Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions Events and Outstanding Amounts Revolving Credit Exposure (or components thereof) denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants, default thresholds or financial ratio tests covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollarsdollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, in accordance with the first sentence of this clause (a). If any basket The Lead Borrower and the Lenders will be promptly informed of the results of such calculations. Notwithstanding the foregoing, for purposes of this Agreement and the other Loan Documents, where the permissibility of a transaction or determinations of required actions or circumstances (excluding for the avoidance of doubt in Article VIII is exceeded solely as a result of fluctuations connection with Credit Events or Revolving Credit Exposure or components thereof or the matters referred to in the applicable Dollar Equivalent amount after the last time such basket was utilizedparagraph (b) below) depend upon compliance with, or are determined by reference to, amounts stated in dollars, such basket will not amounts shall be deemed to have been exceeded solely as a result refer to dollars or Dollar Equivalents and any requisite currency translation shall be based on the Spot Rate in effect on the Business Day immediately preceding the date of such transaction or determination and the permissibility of actions taken under Article VI shall not be affected by subsequent fluctuations in the applicable Dollar Equivalent amount. In addition, exchange rates; provided that if any Indebtedness is incurred to refinance other Indebtedness denominated in a currency other than DollarsIndebtedness, and such refinancing would cause the applicable dollar-dollar denominated restriction in Article VIII limitation to be exceeded if calculated at the applicable Dollar Equivalent amount Spot Rate in effect on the Business Day immediately preceding the date of such refinancing, such dollar-dollar denominated restrictions restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the sum of (i) the outstanding or committed principal amount, as applicable amount of such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancingexcept as permitted hereunder.

Exchange Rates; Currency Equivalents. (ai) The Administrative Agent or Notwithstanding anything to the applicable L/C Issuercontrary contained herein, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of any determination under Article 6 and Article 7 and the calculation of compliance with any financial statements delivered by Loan Parties ratio for purposes of taking any action hereunder or calculating financial covenantsother transaction, default thresholds event or financial ratio tests hereunder circumstance, or except as otherwise provided hereinany other determination under any other provision of this Agreement not covered elsewhere in this Section 1.07 (any of the foregoing, the applicable amount of any a “specified transaction”), in a currency (other than Dollars, (i) for purposes the equivalent amount in Dollars of the Loan Documents a specified transaction in a currency other than Dollars shall be such Dollar Equivalent amount as so determined calculated based on the rate of exchange quoted by a publicly available service for displaying exchange rates customarily referenced by the Administrative Agent or the applicable L/C Issuerfor such foreign currency, as applicable. If any basket in Article VIII is exceeded solely as a result effect at 11:00 a.m. (New York time) on the date of fluctuations such specified transaction (which, (x) in the applicable Dollar Equivalent amount after the last time such basket was utilizedcase of any Restricted Payment, such basket will not shall be deemed to have been exceeded solely as a result be the date of such fluctuations the declaration thereof and, (y) in the applicable Dollar Equivalent amount. In additioncase of the incurrence of Indebtedness or creation of Permitted Securitization Financings, 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 replace other Indebtedness denominated in a currency other than Dollars, and such the relevant refinancing or replacement would cause the applicable dollarDollar-denominated restriction in Article VIII to be exceeded if calculated at the applicable Dollar Equivalent amount relevant currency exchange rate in effect on the date of such refinancingrefinancing or replacement, such dollarDollar-denominated restrictions restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the sum of (i) the outstanding or committed principal amount, as applicable amount of such Indebtedness being refinanced or replaced, except by an amount equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus (ii) the aggregate amount of fees, underwriting discounts, premiums other reasonable and other costs customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such refinancingrefinancing or replacement, (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be incurred under Section 7.02 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 rate of currency exchange occurring after the time of any specified transaction so long as such specified transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i) of this Section.

Exchange Rates; Currency Equivalents. (a) The Administrative Agent or the applicable L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in the Alternative CurrenciesCurrency. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants, default thresholds or financial ratio tests covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the applicable L/C Issuer, as applicable. If any basket in The maximum amount of Indebtedness, investments and other threshold amounts that the Borrower and the Subsidiaries may incur under Article VIII is exceeded shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, investments and other threshold amounts solely as a result of fluctuations in the applicable Dollar Equivalent amount after exchange rate of currencies. When calculating capacity for the last time such basket was utilizedincurrence of additional Indebtedness, such basket will not investments and other threshold amounts by the Borrower and any Subsidiary, the exchange rate of currencies shall be deemed to have been exceeded solely measured as a result of such fluctuations in the applicable Dollar Equivalent amount. In addition, if any Indebtedness is incurred to refinance other Indebtedness denominated in a currency other than Dollars, and such refinancing would cause the applicable dollar-denominated restriction in Article VIII to be exceeded if calculated at the applicable Dollar Equivalent amount on the date of such refinancing, such dollar-denominated restrictions shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the sum of (i) the outstanding or committed principal amount, as applicable of such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancingcalculation.

Exchange Rates; Currency Equivalents. (a) The Administrative Agent or the applicable L/C IssuerFor purposes of any determination under Article V, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except Article VI (other than for purposes of financial statements delivered by Loan Parties hereunder calculating the Total Leverage Ratio) or calculating financial covenants, default thresholds Article VII or financial ratio tests hereunder or except as otherwise provided herein, any determination under any other provision of this Agreement requiring the applicable amount use of any currency a current exchange rate (other than Dollarsthose described in clauses (b) and (c) below), all amounts incurred or proposed to be incurred in currencies other than dollars shall be translated into dollars at the exchange rate then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with Article VI with respect to the Loan Documents amount of any Indebtedness, Investment, Disposition or Restricted Payment in a currency other than dollars, no Default or Event of Default shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the applicable L/C Issuer, as applicable. If any basket in Article VIII is exceeded deemed to have occurred solely as a result of fluctuations changes in the applicable Dollar Equivalent amount rates of exchange occurring after the last time such basket was utilizedIndebtedness or Investment is incurred or Disposition or Restricted Payment is made, such basket will not be deemed to have been exceeded solely as a result (y) for purposes of such fluctuations in determining compliance with any Dollar-denominated restriction on the applicable Dollar Equivalent amount. In additionincurrence of Indebtedness, if any such Indebtedness is incurred under a particular basket to refinance Refinance other Indebtedness denominated in a foreign currency other than Dollarsthat was originally incurred under the same basket, and such refinancing Refinancing would cause the applicable dollarDollar-denominated restriction in Article VIII to be exceeded if calculated at the applicable Dollar Equivalent amount relevant currency exchange rate in effect on the date of such refinancingRefinancing, such dollarDollar-denominated restrictions restriction shall be deemed not to have been exceeded so long as the principal amount of the Indebtedness that is incurred to Refinance such refinancing Indebtedness does not exceed the sum of principal amount (ior accreted amount) the outstanding or committed principal amount, as applicable of such Indebtedness being refinanced Refinanced, except by an amount equal to the accrued interest, dividends and premium (including tender premiums), if any, thereon plus (ii) the aggregate amount of feesdefeasance costs, underwriting discounts, premiums discounts and other costs amounts paid and fees and expenses (including OID, closing payments, upfront fees and similar fees) incurred in connection with such refinancingRefinancing 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 1.07 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment may be incurred or Disposition or Restricted Payment may be made at any time under such Sections. For purposes of calculating the Total 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 financial statements pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the Effective Date, the Latest Financial Statements).

Exchange Rates; Currency Equivalents. (a) The Administrative Agent or the applicable L/C IssuerIssuing Lender, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts Loans denominated in Alternative Other Currencies. Such Spot Rates Dollar Equivalent shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any Dollar Equivalent of such amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties Borrowers hereunder or calculating financial covenants, default thresholds or financial ratio tests the Financial Covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the applicable L/C IssuerIssuing Lender, as applicable. If any basket For purposes of financial statements delivered by Borrowers hereunder or calculating financial covenants hereunder or determining compliance with the caps, thresholds or baskets set forth in Article VIII is exceeded solely as a result of fluctuations in this Agreement and the other Loan Documents, the applicable Dollar Equivalent amount after the last time amounts of any currency (other than Dollars) shall be such basket was utilized, such basket will not be deemed to have been exceeded solely as a result of such fluctuations in the applicable Dollar Equivalent amount. In additionNotwithstanding the foregoing, if for purposes of determining compliance with Section 6.1, Section 6.2, Section 6.4, Section 6.5, Section 6.6 and Section 6.9 with respect to any Indebtedness is incurred to refinance other Indebtedness denominated amount of any Indebtedness, Lien, Investment, Disposition, Restricted Payment or prepayment of Subordinated Debt in a currency other than Dollars, and such refinancing would cause the applicable dollar-denominated restriction in Article VIII to be exceeded if calculated at the applicable Dollar Equivalent amount on the date of such refinancing, such dollar-denominated restrictions no Default shall be deemed not to have been exceeded so long occurred solely as a result of changes in rates of exchange occurring after the principal amount time of such refinancing Indebtedness does Indebtedness, Lien, Investment, Disposition, Restricted Payment or prepayment of Subordinated Debt; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.8 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness, Lien, Investment, Disposition or Restricted Payment may be incurred or consummated at any time under such Sections and any such changes in rates or exchanges occurring after such time shall not exceed the sum of (i) the outstanding or committed principal amount, as applicable of result in an increase in capacity under any provisions within such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancingSections.

Exchange Rates; Currency Equivalents. (a) The Administrative Agent or the applicable L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts Swedish Term Loans denominated in Alternative CurrenciesSwedish Kronor. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies Dollars and Swedish Kronor until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties the Borrower hereunder or calculating financial covenants, default thresholds or financial ratio tests ratios hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) Swedish Kronor for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or Agent; provided that, for purposes of determining compliance with any Dollar-denominated restriction on (x) the applicable L/C Issuerincurrence of Indebtedness, as applicable. If any basket the Dollar-equivalent principal amount of Indebtedness denominated in Article VIII a currency other than Dollars shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness is exceeded solely as a result of fluctuations incurred, in the applicable Dollar Equivalent amount after the last time such basket was utilizedcase of term debt, such basket will not be deemed to have been exceeded solely as a result of such fluctuations or first committed, in the applicable Dollar Equivalent amount. In additioncase of revolving credit date; provided that, if any Indebtedness indebtedness is incurred to refinance extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a currency other than Dollars, and such refinancing extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable dollarDollar-denominated restriction in Article VIII to be exceeded if calculated at the applicable Dollar Equivalent amount relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such dollarDollar-denominated restrictions restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the sum of (i) the outstanding or committed principal amount, as applicable amount of such Indebtedness being refinanced plus extended, replaced, refunded, refinanced, renewed or defeased; and (iiy) the aggregate making of any investment, the Dollar-equivalent amount of fees, underwriting discounts, premiums and any investment denominated in a currency other costs and expenses incurred than Dollars shall be calculated based on the relevant currency exchange rate in connection with effect on the date such refinancinginvestment was made.

Exchange Rates; Currency Equivalents. (a) The Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions Revolving Exposure and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties the Borrower hereunder or calculating financial covenants, default thresholds or financial ratio tests ratios hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable. If ; provided that for purposes of determining compliance with any basket Dollar-denominated restriction on (x) the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in Article VIII a currency other than Dollars shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness is exceeded solely as a result of fluctuations incurred, in the applicable Dollar Equivalent amount after the last time such basket was utilizedcase of term debt, such basket will not be deemed to have been exceeded solely as a result of such fluctuations or first committed, in the applicable Dollar Equivalent amount. In additioncase of revolving credit date; provided that, if any Indebtedness indebtedness is incurred to refinance extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a currency other than Dollars, and such refinancing extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable dollarDollar-denominated restriction in Article VIII to be exceeded if calculated at the applicable Dollar Equivalent amount relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such dollarDollar-denominated restrictions restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the sum of (i) the outstanding or committed principal amount, as applicable amount of such Indebtedness being refinanced plus extended, replaced, refunded, refinanced, renewed or defeased; and (iiy) the aggregate making of any investment, the Dollar-equivalent amount of fees, underwriting discounts, premiums and any investment denominated in a currency other costs and expenses incurred than Dollars shall be calculated based on the relevant currency exchange rate in connection with effect on the date such refinancinginvestment was made.

Exchange Rates; Currency Equivalents. (a) The Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions Revolving Exposure and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties the Borrower hereunder or calculating financial covenants, default thresholds or financial ratio tests ratios hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the applicable L/C Issuersuch Issuing Bank, as applicable. If ; provided that for purposes of determining compliance with any basket Dollar-denominated restriction on (x) the incurrence of Indebtedness, the Dollar Equivalent principal amount of Indebtedness denominated in Article VIII a currency other than Dollars shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness is exceeded solely as a result of fluctuations incurred, in the applicable Dollar Equivalent amount after the last time such basket was utilizedcase of term debt, such basket will not be deemed to have been exceeded solely as a result of such fluctuations or first committed, in the applicable Dollar Equivalent amount. In additioncase of revolving credit date; provided that, if any Indebtedness indebtedness is incurred to refinance extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a currency other than Dollars, and such refinancing extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable dollarDollar-denominated restriction in Article VIII to be exceeded if calculated at the applicable Dollar Equivalent amount relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such dollarDollar-denominated restrictions restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the sum of (i) the outstanding or committed principal amount, as applicable amount of such Indebtedness being refinanced plus extended, replaced, refunded, refinanced, renewed or defeased; and (iiy) the aggregate making of any investment, the Dollar-equivalent amount of fees, underwriting discounts, premiums and any investment denominated in a currency other costs and expenses incurred than Dollars shall be calculated based on the relevant currency exchange rate in connection with effect on the date such refinancinginvestment was made.

Exchange Rates; Currency Equivalents. (a) The Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions Revolving Exposure and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties the Borrower hereunder or calculating financial covenants, default thresholds or financial ratio tests ratios hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable. If ; provided that for purposes of determining compliance with any basket Dollar-denominated restriction on (x) the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in Article VIII a currency other than Dollars shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness is exceeded solely as a result of fluctuations incurred, in the applicable Dollar Equivalent amount after the last time such basket was utilizedcase of term debt, such basket will not be deemed to have been exceeded solely as a result of such fluctuations or first committed, in the applicable Dollar Equivalent amount. In additioncase of revolving credit date; provided that, if any Indebtedness indebtedness is incurred to refinance extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a currency other than Dollars, and such refinancing extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable dollarDollar-denominated restriction in Article VIII to be exceeded if calculated at the applicable Dollar Equivalent amount relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such dollarDollar-denominated restrictions restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the sum of (i) the outstanding or committed principal amount, as applicable amount of such Indebtedness being refinanced plus extended, replaced, refunded, refinanced, renewed or defeased; and (iiy) the aggregate making of any Investment, the Dollar-equivalent amount of fees, underwriting discounts, premiums and any Investment denominated in a currency other costs and expenses incurred than Dollars shall be calculated based on the relevant currency exchange rate in connection with effect on the date such refinancingInvestment was made.

Exchange Rates; Currency Equivalents. (a) The Administrative Agent or the applicable L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of the face amount of Revolving Loans and/or Letters of Credit Extensions and Outstanding Amounts denominated in Alternative CurrenciesPermitted Foreign Currencies and of L/C Disbursements in 80 #93138577v21 US-DOCS\115367111.15 LEGAL_US_E # 147442669.29 respect of such Letters of Credit. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except The Administrative Agent shall notify the applicable Issuing Lender and the Borrower on each Revaluation Date of the Spot Rates determined by it and the related Dollar Equivalent of Revolving Loans and L/C Obligations then outstanding. Solely for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants, default thresholds or financial ratio tests hereunder or except as otherwise provided hereinSections 2 and 3 and related definitional provisions to the extent used in such Sections, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or and notified to the Borrower and the applicable L/C Issuer, as applicableIssuing Lender in accordance with this Section 1.4. If any basket in Article VIII is exceeded solely as a result of fluctuations in the applicable Dollar Equivalent amount currency exchange rates after the last time such basket was utilized, such basket will not be deemed to have been exceeded solely as a result of such fluctuations in currency exchange rates. For purposes of determining the applicable Dollar Equivalent amount. In additionConsolidated Net First Lien Leverage Ratio, if any Indebtedness is incurred to refinance other Indebtedness the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio and the Fixed Charge Coverage Ratio, amounts denominated in a currency other than DollarsDollars will be converted to Dollars for the purposes of calculating any Consolidated Net Total Leverage Ratio, the Consolidated Net Secured Leverage Ratio, the Consolidated Net First Lien Leverage Ratio and the Fixed Charge Coverage Ratio, at the Spot Rateexchange rate as of the date of calculation, and such refinancing would cause will, in the case of Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of Hedge Agreements permitted hereunder for currency exchange risks with respect to the applicable dollar-denominated restriction currency in Article VIII to be exceeded if calculated at the applicable Dollar Equivalent amount effect on the date of such refinancing, such dollar-denominated restrictions shall be deemed not to have been exceeded so long as determination of the principal amount Dollar Equivalentequivalent of such refinancing Indebtedness does not exceed the sum of (i) the outstanding or committed principal amount, as applicable of such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancingIndebtedness.

Exchange Rates; Currency Equivalents. (a) The Administrative Agent or the applicable L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of the face amount of Revolving Loans and/or Letters of Credit Extensions and Outstanding Amounts denominated in Alternative CurrenciesPermitted Foreign Currencies and of L/C Disbursements in respect of such Letters of Credit. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except The Administrative Agent shall notify the applicable Issuing Lender and the Borrower on each Revaluation Date of the Spot Rates determined by it and the related Dollar Equivalent of Revolving Loans and L/C Obligations then outstanding. Solely for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants, default thresholds or financial ratio tests hereunder or except as otherwise provided hereinSections 2 and 3 and related definitional provisions to the extent used in such Sections, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or and notified to the Borrower and the applicable L/C Issuer, as applicableIssuing Lender in accordance with this Section 1.4. If any basket in Article VIII is exceeded solely as a result of fluctuations in the applicable Dollar Equivalent amount currency exchange rates after the last time such basket was utilized, such basket will not be deemed to have been exceeded solely as a result of such fluctuations in currency exchange rates. For purposes of determining the applicable Dollar Equivalent amount. In additionConsolidated Net First Lien Leverage Ratio, if any Indebtedness is incurred to refinance other Indebtedness the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio and the Fixed Charge Coverage Ratio, amounts denominated in a currency other than DollarsDollars will be converted to Dollars for the purposes of calculating any Consolidated Net Total Leverage Ratio, the Consolidated Net Secured Leverage Ratio, the Consolidated Net First Lien Leverage Ratio and the Fixed Charge Coverage Ratio, at the Spot Rate as of the date of calculation, and such refinancing would cause will, in the case of Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of Hedge Agreements permitted hereunder for currency exchange risks with respect to the applicable dollar-denominated restriction currency in Article VIII to be exceeded if calculated at the applicable Dollar Equivalent amount effect on the date of such refinancing, such dollar-denominated restrictions shall be deemed not to have been exceeded so long as determination of the principal amount Dollar Equivalent of such refinancing Indebtedness does not exceed the sum of (i) the outstanding or committed principal amount, as applicable of such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancingIndebtedness.

Exchange Rates; Currency Equivalents. (a) The Administrative Agent or the applicable L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates Dollar Equivalent shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any Dollar Equivalent amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants, default thresholds or financial ratio tests covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) Alternative Currency for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the applicable L/C Issuer, as applicable. If any basket Wherever in Article VIII VII of this Agreement the permissibility of a transaction depends upon compliance with, or is exceeded solely as a result determined by reference to, amounts stated in Dollars, any amount stated in another currency shall be translated to Dollars at the applicable Dollar Equivalent then in effect and the permissibility of such transaction under Article VII shall not be affected by subsequent fluctuations in the applicable Dollar Equivalent. For purposes of determining compliance with any restriction on the incurrence of Indebtedness, the Dollar Equivalent of the principal amount after of Indebtedness denominated in a foreign currency shall be calculated based on the last time Dollar Equivalent in effect on the date such basket Indebtedness was utilizedincurred, such basket will not be deemed to have been exceeded solely as a result of such fluctuations in the applicable Dollar Equivalent amount. In additioncase of term debt, or first committed, in the case of revolving credit debt; provided that if any such Indebtedness is incurred to refinance extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a currency other than Dollarsforeign currency, and such refinancing extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable dollar-denominated restriction in Article VIII to be exceeded if calculated at the applicable Dollar Equivalent amount relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such dollar-denominated restrictions restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the sum of (i) the outstanding or committed principal amount, as applicable amount of such Indebtedness being refinanced plus (ii) extended, replaced, refunded, refinanced, renewed, or defeased. For purposes of Section 7.13, amounts denominated in currencies other than Dollars shall be translated to Dollars at the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred exchange rate used in connection with such refinancingpreparing the most recently delivered financial statements pursuant to Section 6.01.

Exchange Rates; Currency Equivalents. (a) The Administrative Agent or the applicable L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants, default thresholds or financial ratio tests covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the applicable L/C Issuer, as applicable. If ; provided however, that (i) if the Dollar Equivalent of amounts of Credit Extensions and Outstanding Amounts denominated in Alternate Currencies has increased as a result of fluctuations in the exchange rate applicable to the relevant Alternate Currencies such that the aggregate Outstanding Amount of the outstanding Multicurrency Revolving Loans, L/C Obligations and Swing Line Loans exceeds the aggregate Multicurrency Revolving Commitments as then in effect, then the Company shall not be obligated to make a prepayment pursuant to Section 2.05(b)(iv) of this Agreement so long as the aggregate Outstanding Amount of the Multicurrency Revolving Loans, L/C Obligations and Swing Line Loans does not exceed an amount equal to 105% of the aggregate Multicurrency Revolving Commitment, and (ii) no violation, Default or Event of Default shall be deemed to have occurred or exist to the extent that any basket or threshold set forth in Article Articles V, VI, VII or VIII is exceeded solely as a result of fluctuations in the exchange rate applicable Dollar Equivalent amount after to the last time such basket was utilized, such basket will not be deemed to have been exceeded solely as a result of such fluctuations in the applicable Dollar Equivalent amount. In addition, if any Indebtedness is incurred to refinance Alternative Currency or other Indebtedness denominated in a currency other than Dollars, and such refinancing would cause the applicable dollar-denominated restriction in Article VIII to be exceeded if calculated at the applicable Dollar Equivalent amount on the date of such refinancing, such dollar-denominated restrictions shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the sum of (i) the outstanding or committed principal amount, as applicable of such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancingrelevant currency.

Exchange Rates; Currency Equivalents. (a) The Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions Revolving Exposure and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants, default thresholds or financial ratio tests ratios hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable. If ; provided that for purposes of determining compliance with any basket Dollar-denominated restriction on (x) the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in Article VIII a currency other than Dollars shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness is exceeded solely as a result of fluctuations incurred, in the applicable Dollar Equivalent amount after the last time such basket was utilizedcase of term debt, such basket will not be deemed to have been exceeded solely as a result of such fluctuations or first committed, in the applicable Dollar Equivalent amount. In additioncase of revolving credit date; provided that, if any Indebtedness indebtedness is incurred to refinance extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a currency other than Dollars, and such refinancing extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable dollarDollar-denominated restriction in Article VIII to be exceeded if calculated at the applicable Dollar Equivalent amount relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such dollarDollar-denominated restrictions restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the sum of (i) the outstanding or committed principal amount, as applicable amount of such Indebtedness being refinanced plus extended, replaced, refunded, refinanced, renewed or defeased; and (iiy) the aggregate making of any investment, the Dollar-equivalent amount of fees, underwriting discounts, premiums and any investment denominated in a currency other costs and expenses incurred than Dollars shall be calculated based on the relevant currency exchange rate in connection with effect on the date such refinancinginvestment was made.

Exchange Rates; Currency Equivalents. (a) The Administrative Agent or the applicable L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants, default thresholds or financial ratio tests covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the applicable L/C Issuer, as applicable. If any basket Wherever in Article VIII VII of this Agreement the permissibility of a transaction depends upon compliance with, or is exceeded solely as a result determined by reference to, amounts stated in Dollars, any amount stated in another currency shall be translated to Dollars at the applicable Spot Rate then in effect and the permissibility of such transaction under Article VII shall not be affected by subsequent fluctuations in the applicable Spot Rate. For purposes of determining compliance with any restriction on the incurrence of Indebtedness, the Dollar Equivalent of the principal amount after of Indebtedness denominated in a foreign currency shall be calculated based on the last time Spot Rate in effect on the date such basket Indebtedness was utilizedincurred, such basket will not be deemed to have been exceeded solely as a result of such fluctuations in the applicable Dollar Equivalent amount. In additioncase of term debt, or first committed, in the case of revolving credit debt; provided that if any such Indebtedness is incurred to refinance extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a currency other than Dollarsforeign currency, and such refinancing extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable dollar-denominated restriction in Article VIII to be exceeded if calculated at the applicable Dollar Equivalent amount relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such dollar-denominated restrictions restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the sum of (i) the outstanding or committed principal amount, as applicable amount of such Indebtedness being refinanced plus (ii) extended, replaced, refunded, refinanced, renewed, or defeased. For purposes of Section 7.13, amounts denominated in currencies other than Dollars shall be translated to Dollars at the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred exchange rate used in connection with such refinancingpreparing the most recently delivered financial statements pursuant to Section 6.01.