Definition of 2016 Replacement USD Term Loan Conversion Amount


2016 Replacement USD Term Loan Conversion Amount means, as to any 2016 Converting Lender, the amount determined by the Administrative Agent and the Lead Borrower as the final amount of such 2016 Converting Lender's 2016 Replacement USD Term Loan Conversion on the First Amendment Effective Date and notified to each such 2016 Converting Lender by the Administrative Agent on or prior to the First Amendment Effective Date. The "2016 Replacement USD Term Loan Conversion Amount" of any 2016 Converting Lender shall not exceed (but may be less than) the principal amount of such 2016 Converting Lender's Original Refinanced USD Term Loans. All such determinations made by the Administrative Agent and the Lead Borrower shall, absent manifest error, be final, conclusive and binding on the Lead Borrower and the Lenders, and the Administrative Agent and the Borrowers shall have no liability to any Person with respect to such determination absent gross negligence or willful misconduct (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment).