Definition of 2017 Replacement USD Term Loan Conversion Amount


2017 Replacement USD Term Loan Conversion Amount means, as to any 2017 Converting Lender, the amount determined by the Third Amendment Arranger and the Lead Borrower as the final amount of such 2017 Converting Lender's 2017 Replacement USD Term Loan Conversion on the Third Amendment Effective Date and notified to each such 2017 Converting Lender by the Third Amendment Arranger on or prior to the Third Amendment Effective Date. The "2017 Replacement USD Term Loan Conversion Amount" of any 2017 Converting Lender shall not exceed (but may be less than) the principal amount of such 2017 Converting Lender's 2017 Refinanced USD Term Loans. All such determinations made by the Third Amendment Arranger and the Lead Borrower shall, absent manifest error, be final, conclusive and binding on the Administrative Agent, the Lead Borrower and the Lenders, and the Administrative Agent, the Third Amendment Arranger 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).