Common use of Conversion of Foreign Currencies Clause in Contracts

Conversion of Foreign Currencies. (a) Not later than 11:00 A.M. (London time) on each Calculation Date, the Administrative Agent shall (i) determine the Exchange Rate as of such Calculation Date for (x) each Foreign Currency in which a Foreign Currency Loan is then outstanding or will be outstanding after giving effect to any submitted borrowing notices and (y) each L/C Foreign Currency in which a Letter of Credit has been issued and is then outstanding or will be outstanding after giving effect to any submitted Applications, (ii) give notice to the Borrower of each Exchange Rate determined pursuant to clause (i) and (iii) give notice to the Foreign Currency Lenders of each Exchange Rate determined pursuant to clause (i)(x). Each Exchange Rate so determined shall become effective on the relevant Calculation Date and remain effective until the next succeeding Calculation Date and shall for all purposes of this Agreement (other than for purposes of Section 1.3(c), Section 2.21 or any provision expressly requiring the use of a current Exchange Rate) be the Exchange Rate employed in converting any amounts between Dollars and the relevant Foreign Currency or L/C Foreign Currency, as applicable. (b) Not later than 11:00 A.M. (London time) on each Calculation Date, the Administrative Agent shall determine (i) the aggregate Dollar Equivalent of the Foreign Currency Loans then outstanding (after giving effect to any Foreign Currency Loans to be made or repaid on such date), (ii) the aggregate Dollar Equivalent of the undrawn and unexpired amount of the then outstanding Letters of Credit denominated in L/C Foreign Currencies and (iii) the aggregate Dollar Equivalent of the amount of drawings under Letters of Credit denominated in L/C Foreign Currencies that have not then been reimbursed pursuant to Section 3.5. (c) For purposes of determining compliance with any covenant or restriction in this Agreement that is based on the amount of any Indebtedness that is denominated in a currency other than Dollars, the Dollar Equivalent thereof shall be determined based on the Exchange Rate in effect at the time such Indebtedness was incurred unless the specific restriction or covenant provides a different method or time for valuation; provided that the Exchange Rates used in calculating the financial covenants set forth in Section 7.1 shall be determined in accordance with GAAP as set forth in the financial statements that are the basis for such calculations. (d) The Administrative Agent may set up appropriate rounding off mechanisms or otherwise round-off amounts hereunder to the nearest higher or lower amount in whole Dollar or cent to ensure amounts owing by any party hereunder or that otherwise need to be calculated or converted hereunder are expressed in whole Dollars or in whole cents, as may be necessary or appropriate.

Conversion of Foreign Currencies. (a) Not later If more than 11:00 A.M. one currency or currency unit are at the same time recognized by the central bank of any country as the lawful currency of that country, then (London timei) on each Calculation Dateany reference in the Loan Documents to, and any obligations arising under the Loan Documents in, the currency of that country shall be translated into or paid in the currency or currency unit of that country designated by the Administrative Agent and (ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognized by the central bank for conversion of that currency or currency unit into the other, rounded up or down (ito the next 1/16 of 1%) by the Administrative Agent as it deems appropriate. (b) If a change in any currency of a country occurs, this Agreement shall be amended (and each party hereto agrees to enter into any supplemental agreement necessary to effect any such amendment) to the extent that the Administrative Agent determines such amendment to be necessary to reflect the change in currency and to put the Lenders and the Borrowers in the same position, so far as possible, that they would have been in if no change in currency had occurred. (c) The Administrative Agent shall determine the Dollar Equivalent of any Borrowing denominated in an Alternative Currency as of the date of the commencement of the initial Interest Period therefor and as of the date of the commencement of each subsequent Interest Period therefor, in each case using the Exchange Rate for such currency in relation to Dollars in effect on the date that is two Business Days prior to the date on which the applicable Interest Period shall commence, and each such amount shall, except as provided in clause (d) of this Section, be the Dollar Equivalent of such Calculation Date for (x) each Foreign Currency in which a Foreign Currency Loan is then outstanding or will be outstanding after giving effect Borrowing until the next required calculation thereof pursuant to this sentence. The Administrative Agent shall determine the Dollar Equivalent of any submitted borrowing notices and (y) each L/C Foreign Currency in which a Letter of Credit has been issued denominated in an Alternative Currency as of the date such Letter of Credit is issued, amended to increase its face amount, extended or renewed and as of the last Business Day of each subsequent calendar month, in each case using the Exchange Rate for such currency in relation to Dollars in effect on the date that is then outstanding two Business Days prior to the date on which such Letter of Credit is issued, amended to increase its face amount, extended or will renewed or as of the last Business Day of such subsequent calendar month, as the case may be, and each such amount shall, except as provided in clause (d) of this Section, be outstanding after giving effect the Dollar Equivalent of such Letter of Credit until the next required calculation thereof pursuant to any submitted Applications, (ii) give notice to this sentence. The Administrative Agent shall promptly notify the Borrower of each Exchange Rate determined pursuant to clause determination of the Dollar Equivalent of any Borrowing or Letter of Credit. (id) and Notwithstanding the foregoing, for purposes of any determination under Article V , Article VI (iiiother than Section 6.11) give notice to the Foreign Currency Lenders of each Exchange Rate determined pursuant to clause (i)(x). Each Exchange Rate so determined shall become effective on the relevant Calculation Date and remain effective until the next succeeding Calculation Date and shall for all purposes or Article VII or any determination under any other provision of this Agreement (other than for purposes of Section 1.3(c), Section 2.21 or any provision expressly requiring the use of a current Exchange Rate) be the Exchange Rate employed in converting any exchange rate, all amounts between Dollars and the relevant Foreign Currency incurred, outstanding or L/C Foreign Currency, as applicable. (b) Not later than 11:00 A.M. (London time) on each Calculation Date, the Administrative Agent shall determine (i) the aggregate Dollar Equivalent of the Foreign Currency Loans then outstanding (after giving effect to any Foreign Currency Loans proposed to be made incurred or repaid outstanding in currencies other than Dollars shall be translated into Dollars at currency exchange rates in effect on the date of such date), (ii) the aggregate Dollar Equivalent of the undrawn and unexpired amount of the then outstanding Letters of Credit denominated in L/C Foreign Currencies and (iii) the aggregate Dollar Equivalent of the amount of drawings under Letters of Credit denominated in L/C Foreign Currencies that have not then been reimbursed pursuant to Section 3.5. (c) determination. For purposes of determining compliance with any covenant or restriction Section 6.11, amounts in this Agreement that is based on the amount of any Indebtedness that is denominated in a currency currencies other than Dollars, the Dollar Equivalent thereof Dollars shall be determined based on the Exchange Rate in effect translated into Dollars at the time such Indebtedness was incurred unless the specific restriction or covenant provides a different method or time for valuation; provided that the Exchange Rates currency exchange rates used in calculating preparing the Company’s annual and quarterly financial covenants set forth in Section 7.1 shall be determined in accordance with GAAP as set forth in the financial statements that are the basis for such calculationsstatements. (d) The Administrative Agent may set up appropriate rounding off mechanisms or otherwise round-off amounts hereunder to the nearest higher or lower amount in whole Dollar or cent to ensure amounts owing by any party hereunder or that otherwise need to be calculated or converted hereunder are expressed in whole Dollars or in whole cents, as may be necessary or appropriate.

Conversion of Foreign Currencies. (a) Not later than 11:00 A.M. (London time) on each Calculation Date, the Administrative Agent shall (i) determine the Exchange Rate as of such Calculation Date for (x) each Foreign Currency Any amount specified in which a Foreign Currency Loan is then outstanding or will be outstanding after giving effect to any submitted borrowing notices and (y) each L/C Foreign Currency in which a Letter of Credit has been issued and is then outstanding or will be outstanding after giving effect to any submitted Applications, (ii) give notice to the Borrower of each Exchange Rate determined pursuant to clause (i) and (iii) give notice to the Foreign Currency Lenders of each Exchange Rate determined pursuant to clause (i)(x). Each Exchange Rate so determined shall become effective on the relevant Calculation Date and remain effective until the next succeeding Calculation Date and shall for all purposes of this Agreement (other than for purposes in Articles II, VII and IX or as set forth in clause (b) of this Section 1.3(c), Section 2.21 1.04) or any provision expressly requiring of the use other Loan Documents to be in Dollars shall also include the equivalent of a current Exchange Ratesuch amount in any currency other than Dollars, such equivalent amount (the “Agent’s Spot Rate of Exchange”) to be determined at the Exchange Rate employed in converting any amounts between rate of exchange for the purchase of Dollars and with the relevant Foreign Available Currency or L/C Foreign Currencyother currency in the London foreign exchange market at or about 11:00 a.m. London time (or New York City time, as applicable) on a particular day as displayed by ICE Data Services as the “ask price” or as displayed on such other information service which publishes that rate of exchange from time to time in place of ICE Data Services (or if such service ceases to be available, the equivalent of such amount in dollars as determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Co-Borrowers, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m. (New York City time) on such date for the purchase of Dollars for delivery two Business Days later); provided that if any basket is exceeded solely as a result of fluctuations in applicable 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. (b) Not later than 11:00 A.M. (London time) on each Calculation Date, the The Administrative Agent shall determine (i) the aggregate Dollar Equivalent Amount of the Foreign each Revolving Loan denominated in an Available Currency Loans then outstanding (after giving effect to any Foreign Currency Loans to be made or repaid on such date), (ii) the aggregate Dollar Equivalent and L/C Obligation in respect of the undrawn and unexpired amount of the then outstanding Letters of Credit denominated in L/C Foreign Currencies an Available Currency (i) for Revolving Loans, as of the first day of each Interest Period applicable thereto, (ii) upon the issuance and increase of any Letter of Credit denominated in an Available Currency and (iii) shall, on a semi-annual basis, promptly notify the aggregate Co-Borrowers and the Revolving Banks of each Dollar Equivalent Amount so determined by it. Each such determination shall be based on the 3ACTIVE 221393034 Exchange Rate on the date of the amount related Notice of drawings under Letters Borrowing for purposes of Credit denominated in L/C Foreign Currencies that have not then been reimbursed pursuant to Section 3.5the initial such determination for any Revolving Loan . (c) For purposes of determining compliance with any covenant or restriction Notwithstanding anything to the contrary in this Agreement Agreement, (i) any representation or warranty that is based on the amount would be untrue or inaccurate, (ii) any undertaking that would be breached or (iii) any event that would constitute a Default or an Event of any Indebtedness that is denominated Default, in each case, solely as a result of fluctuations in applicable currency other than Dollarsexchange rates, the Dollar Equivalent thereof shall not be determined based on the Exchange Rate deemed to be untrue, inaccurate, breached or so constituted, as applicable, solely as a result of such fluctuations in effect at the time such Indebtedness was incurred unless the specific restriction or covenant provides a different method or time for valuation; provided that the Exchange Rates used in calculating the financial covenants set forth in Section 7.1 shall be determined in accordance with GAAP as set forth in the financial statements that are the basis for such calculationscurrency exchange rates. (d) The Administrative Agent may set up appropriate rounding off mechanisms Wherever in this Agreement in connection with a Borrowing, conversion, continuation or otherwise round-off amounts hereunder prepayment of a Term Benchmark Loan or a XXXXX Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Term Benchmark Loan, a XXXXX Loan or Letter of Credit is denominated in an Available Currency such amount shall be the relevant Dollar Amount of such Available Currency (rounded to the nearest higher or lower amount in whole Dollar or cent to ensure amounts owing by any party hereunder or that otherwise need to be calculated or converted hereunder are expressed in whole Dollars or in whole centsunit of such Available Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the L/C Issuer, as the case may be necessary or appropriatebe.

Conversion of Foreign Currencies. (a) Not later If more than 11:00 A.M. one currency or currency unit are at the same time recognized by the central bank of any country as the lawful currency of that country, then (London timei) on each Calculation Dateany reference in the Loan Documents to, and any obligations arising under the Loan Documents in, the currency of that country shall be translated into or paid in the currency or currency unit of that country designated by the Administrative Agent and (ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognized by the central bank for conversion of that currency or currency unit into the other, rounded up or down (to the next 1/16 of 1%) by the Administrative Agent as it deems appropriate. (b) If a change in any currency of a country occurs, this Agreement shall be amended (and each party hereto agrees to enter into any supplemental agreement necessary to effect any such amendment) to the extent that the Administrative Agent determines such amendment to be necessary to reflect the change in currency and to put the Lenders and the Borrowers in the same position, so far as possible, that they would have been in if no change in currency had occurred. (c) The Administrative Agent shall determine the Dollar Equivalent of any Borrowing denominated in an Alternative Currency as of (i) determine with respect to any XXXXX Loan, the date of the Borrowing of such XXXXX Loan and (ii) with respect to any Eurocurrency Loan, the date of the commencement of the initial Interest Period therefor and as of the date of the commencement of each subsequent Interest Period therefor, in each case using the Exchange Rate for such currency in relation to Dollars in effect on the date that is two Business Days prior to the date on which the applicable Interest Period shall commence, and each such amount shall, except as provided in clause (d) of this Section, be the Dollar Equivalent of such Calculation Date for (x) each Foreign Currency in which a Foreign Currency Loan is then outstanding or will be outstanding after giving effect Borrowing until the next required calculation thereof pursuant to this sentence. The Administrative Agent shall determine the Dollar Equivalent of any submitted borrowing notices and (y) each L/C Foreign Currency in which a Letter of Credit has been issued denominated in an Alternative Currency as of the date such Letter of Credit is issued, amended to increase its face amount, extended or renewed and as of the last Business Day of each subsequent calendar month, in each case using the Exchange Rate for such currency in relation to Dollars in effect on the date that is then outstanding or will be outstanding after giving effect to any submitted Applications, (ii) give notice two Business Days prior to the Borrower date on which such Letter of Credit is issued, amended to increase its face amount, extended or renewed or as of the last Business Day of such subsequent calendar month, as the case may be, and each Exchange Rate determined pursuant to such amount shall, except as provided in clause (id) and (iii) give notice to of this Section, be the Foreign Currency Lenders Dollar Equivalent of each Exchange Rate determined pursuant to clause (i)(x). Each Exchange Rate so determined shall become effective on the relevant Calculation Date and remain effective such Letter of Credit until the next succeeding Calculation Date and required calculation thereof pursuant to this sentence. The Administrative Agent shall promptly notify the Company of each determination of the Dollar Equivalent of any Borrowing or Letter of Credit. (d) Notwithstanding the foregoing, for all purposes of any determination under Article V , Article VI (other than Section 6.11) or Article VII or any determination under any other provision of this Agreement (other than for purposes of Section 1.3(c), Section 2.21 or any provision expressly requiring the use of a current Exchange Rate) be the Exchange Rate employed in converting any exchange rate, all amounts between Dollars and the relevant Foreign Currency incurred, outstanding or L/C Foreign Currency, as applicable. (b) Not later than 11:00 A.M. (London time) on each Calculation Date, the Administrative Agent shall determine (i) the aggregate Dollar Equivalent of the Foreign Currency Loans then outstanding (after giving effect to any Foreign Currency Loans proposed to be made incurred or repaid outstanding in currencies other than Dollars shall be translated into Dollars at currency exchange rates in effect on the date of such date), (ii) the aggregate Dollar Equivalent of the undrawn and unexpired amount of the then outstanding Letters of Credit denominated in L/C Foreign Currencies and (iii) the aggregate Dollar Equivalent of the amount of drawings under Letters of Credit denominated in L/C Foreign Currencies that have not then been reimbursed pursuant to Section 3.5. (c) determination. For purposes of determining compliance with any covenant or restriction Section 6.11, amounts in this Agreement that is based on the amount of any Indebtedness that is denominated in a currency currencies other than Dollars, the Dollar Equivalent thereof Dollars shall be determined based on the Exchange Rate in effect translated into Dollars at the time such Indebtedness was incurred unless the specific restriction or covenant provides a different method or time for valuation; provided that the Exchange Rates currency exchange rates used in calculating preparing the Company’s annual and quarterly financial covenants set forth in Section 7.1 shall be determined in accordance with GAAP as set forth in the financial statements that are the basis for such calculationsstatements. (d) The Administrative Agent may set up appropriate rounding off mechanisms or otherwise round-off amounts hereunder to the nearest higher or lower amount in whole Dollar or cent to ensure amounts owing by any party hereunder or that otherwise need to be calculated or converted hereunder are expressed in whole Dollars or in whole cents, as may be necessary or appropriate.