Conversion of Foreign Currencies. (a) For purposes of determining compliance as of any date after the 2020 Incremental Amendment Effective Date with Section 2.14, Article VII, Article VIII (other than Section 8.10 and the calculation of the First Lien Net Leverage Ratio in connection therewith), Article IX or for any other calculation or determination hereunder, any relevant amount (including any amount of Indebtedness incurred or outstanding) that is denominated in any currency other than Dollars shall be translated into Dollars at the currency exchange rates for corresponding items used in preparing Holdings’ financial statements for the last Test Period for which financial statements have been delivered pursuant to Section 7.01 and will, in the case of Indebtedness, reflect the currency translation effects, determined in accordance with GAAP. For purposes of Section 8.10 and the calculation of compliance with the First Lien Net Leverage Ratio for purposes of taking any action thereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Sections 7.01(a) or (b), as applicable, for the relevant Test Period. (b) 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 relevant transaction so long as such relevant transaction was permitted at the time incurred, made, acquired, or entered into (subject to Section 1.10) as set forth in clause (a) of this Section 1.08. (c) The Administrative Agent (or any L/C Issuer) shall translate the face amount of any Letter of Credit denominated in any other currency into Dollars at the Exchange Rate on (i) the date of any issuance, amendment or extension of any Letter of Credit, (ii) each date on which the outstanding amount of the Revolving Loans is translated into Dollars pursuant to clause (d) of this Section 1.08 and (iii) at any time a Default or an Event of Default has occurred and is continuing, from time to time as determined by the Administrative Agent in its reasonable discretion upon reasonable notice to Holdings. (d) The Administrative Agent shall translate the outstanding amount of any Revolving Credit Loan denominated in any other currency into Dollars at the Exchange Rate on (i) each date the Borrower delivers a notice requesting a Borrowing, conversion or continuation pursuant to Section 2.02(a) or the beginning of each Interest Period with respect to any Borrowing, (ii) each date on which the face amount of any Letter of Credit denominated in any other currency is translated into Dollars pursuant to clause (c) of this Section 1.08, (iii) the date of payment of the fee due pursuant to Section 2.09(a) and (iv) at any time a Default or an Event of Default has occurred and is continuing, from time to time as determined by the Administrative Agent in its reasonable discretion upon reasonable notice to Holdings. (e) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with Holdings’ consent to appropriately reflect a change in currency of any country and any relevant market convention or practice relating to such change in currency. The Administrative Agent shall determine the Dollar Equivalent of any amount as of each Valuation Date (whether to determine compliance with any covenants specified herein or otherwise, subject to clause (b) of this Section 1.08), and a determination thereof by the Administrative Agent shall be conclusive absent manifest error. Such determination shall become effective as of such Valuation Date. The Administrative Agent may, but shall not be obligated to, rely on any determination made by any Loan Party in any document delivered to the Administrative Agent. The Administrative Agent may determine or redetermine the Dollar Equivalent of any amount on any date either in its reasonable discretion or upon the reasonable request of any Lender or L/C Issuer. (f) 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.
Appears in 2 contracts
Samples: Credit Agreement (APi Group Corp), Credit Agreement (APi Group Corp)
Conversion of Foreign Currencies. (a) For purposes of determining compliance as of any date after the 2020 Incremental Amendment Effective Date with Section 2.14, Article VII, Article VIII (other than Section 8.10 and the calculation of the First Lien Net Leverage Ratio in connection therewith), Article IX or for any other calculation or determination hereunder, any relevant amount (including any amount of Indebtedness incurred or outstanding) that is denominated in any currency other than Dollars shall be translated into Dollars at the currency exchange rates for corresponding items used in preparing Holdings’ financial statements for the last Test Period for which financial statements have been delivered pursuant to Section Section
7.01 and will, in the case of Indebtedness, reflect the currency translation effects, determined in accordance with GAAP. For purposes of Section 8.10 and the calculation of compliance with the First Lien Net Leverage Ratio for purposes of taking any action thereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Sections 7.01(a) or (b), as applicable, for the relevant Test Period.
(b) 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 relevant transaction so long as such relevant transaction was permitted at the time incurred, made, acquired, or entered into (subject to Section 1.10) as set forth in clause (a) of this Section 1.08.
(c) The Administrative Agent (or any L/C Issuer) shall translate the face amount of any Letter of Credit denominated in any other currency into Dollars at the Exchange Rate on (i) the date of any issuance, amendment or extension of any Letter of Credit, (ii) each date on which the outstanding amount of the Revolving Loans is translated into Dollars pursuant to clause (d) of this Section 1.08 and (iii) at any time a Default or an Event of Default has occurred and is continuing, from time to time as determined by the Administrative Agent in its reasonable discretion upon reasonable notice to Holdings.
(d) The Administrative Agent shall translate the outstanding amount of any Revolving Credit Loan denominated in any other currency into Dollars at the Exchange Rate on (i) each date the Borrower delivers a notice requesting a Borrowing, conversion or continuation pursuant to Section 2.02(a) or the beginning of each Interest Period with respect to any Borrowing, (ii) each date on which the face amount of any Letter of Credit denominated in any other currency is translated into Dollars pursuant to clause (c) of this Section 1.08, (iii) the date of payment of the fee due pursuant to Section 2.09(a) and (iv) at any time a Default or an Event of Default has occurred and is continuing, from time to time as determined by the Administrative Agent in its reasonable discretion upon reasonable notice to Holdings.
(e) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with Holdings’ consent to appropriately reflect a change in currency of any country and any relevant market convention or practice relating to such change in currency. The Administrative Agent shall determine the Dollar Equivalent of any amount as of each Valuation Date (whether to determine compliance with any covenants specified herein or otherwise, subject to clause (b) of this Section 1.08), and a determination thereof by the Administrative Agent shall be conclusive absent manifest error. Such determination shall become effective as of such Valuation Date. The Administrative Agent may, but shall not be obligated to, rely on any determination made by any Loan Party in any document delivered to the Administrative Agent. The Administrative Agent may determine or redetermine the Dollar Equivalent of any amount on any date either in its reasonable discretion or upon the reasonable request of any Lender or L/C Issuer.
(f) 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.
Appears in 1 contract
Samples: Credit Agreement (APi Group Corp)
Conversion of Foreign Currencies. (a) For purposes of determining compliance as of any date after the 2020 Incremental Amendment Effective Closing Date with Section 2.14, Article VII, Article VIII (other than Section 8.10 and the calculation of the First Lien Net Leverage Ratio in connection therewith), Article IX or for any other calculation or determination hereunder, any relevant amount (including any amount of Indebtedness incurred or outstanding) that is denominated in any currency other than Dollars shall be translated into Dollars at the currency exchange rates for corresponding items used in preparing Holdings’ financial statements for the last Test Period for which financial statements have been delivered pursuant to Section 7.01 and will, in the case of Indebtedness, reflect the currency translation effects, determined in accordance with GAAP. For purposes of Section 8.10 and the calculation of compliance with the First Lien Net Leverage Ratio for purposes of taking any action thereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Sections 7.01(a) or (b), as applicable, for the relevant Test Period.
(b) 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 relevant transaction so long as such relevant transaction was permitted at the time incurred, made, acquired, or entered into (subject to Section 1.10) as set forth in clause (a) of this Section 1.08.
(c) The Administrative Agent (or any L/C Issuer) shall translate the face amount of any Letter of Credit denominated in any other currency into Dollars at the Exchange Rate on (i) the date of any issuance, amendment or extension of any Letter of Credit, (ii) each date on which the outstanding amount of the Revolving Loans is translated into Dollars pursuant to clause (d) of this Section 1.08 and (iii) at any time a Default or an Event of Default has occurred and is continuing, from time to time as determined by the Administrative Agent in its reasonable discretion upon reasonable notice to Holdings.
(d) The Administrative Agent shall translate the outstanding amount of any Revolving Credit Loan denominated in any other currency into Dollars at the Exchange Rate on (i) each date the Borrower delivers a notice requesting a Borrowing, conversion or continuation pursuant to Section 2.02(a) or the beginning of each Interest Period with respect to any Borrowing, (ii) each date on which the face amount of any Letter of Credit denominated in any other currency is translated into Dollars pursuant to clause (c) of this Section 1.08, (iii) the date of payment of the fee due pursuant to Section 2.09(a) and (iv) at any time a Default or an Event of Default has occurred and is continuing, from time to time as determined by the Administrative Agent in its reasonable discretion upon reasonable notice to Holdings.
(e) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with Holdings’ consent to appropriately reflect a change in currency of any country and any relevant market convention or practice relating to such change in currency. The Administrative Agent shall determine the Dollar Equivalent of any amount as of each Valuation Date (whether to determine compliance with any covenants specified herein or otherwise, subject to clause (b) of this Section 1.08), and a determination thereof by the Administrative Agent shall be conclusive absent manifest error. Such determination shall become effective as of such Valuation Date. The Administrative Agent may, but shall not be obligated to, rely on any determination made by any Loan Party in any document delivered to the Administrative Agent. The Administrative Agent may determine or redetermine the Dollar Equivalent of any amount on any date either in its reasonable discretion or upon the reasonable request of any Lender or L/C Issuer.
(fd) 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.
Appears in 1 contract
Samples: Credit Agreement (Acuren Corp)
Conversion of Foreign Currencies. (a) For purposes of determining compliance as of any date after the 2020 Incremental Amendment Effective Date with Section 2.14, Article VII, Article VIII (other than Section 8.10 and the calculation of the First Lien Net Leverage Ratio in connection therewith), Article IX or for any other calculation or determination hereunder, any relevant amount (including any amount of Indebtedness incurred or outstanding) that is denominated in any currency other than Dollars shall be translated into Dollars at the currency exchange rates for corresponding items used in preparing Holdings’ financial statements for the last Test Period for which financial statements have been delivered pursuant to Section 7.01 and will, in the case of Indebtedness, reflect the currency translation effects, determined in accordance with GAAP. For purposes of Section 8.10 and the calculation of compliance with the First Lien Net Leverage Ratio for purposes of taking any action thereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Sections 7.01(a) or (b), as applicable, for the relevant Test Period.
(b) 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 relevant transaction so long as such relevant transaction was permitted at the time incurred, made, acquired, or entered into (subject to Section 1.10) as set forth in clause (a) of this Section 1.08.
(c) The Administrative Agent (or any L/C Issuer) shall translate the face amount of any Letter of Credit denominated in any other currency into Dollars at the Exchange Rate on (i) the date of any issuance, amendment or extension of any Letter of Credit, (ii) each date on which the outstanding amount of the Revolving Loans is translated into Dollars pursuant to clause (d) of this Section 1.08 and (iii) at any time a Default or an Event of Default has occurred and is continuing, from time to time as determined by the Administrative Agent in its reasonable discretion upon reasonable notice to Holdings.
(d) The Administrative Agent shall translate the outstanding amount of any Revolving Credit Loan denominated in any other currency into Dollars at the Exchange Rate on (i) each date the Borrower delivers a notice requesting a Borrowing, conversion or continuation pursuant to Section 2.02(a) or the beginning of each Interest Period with respect to any Borrowing, (ii) each date on which the face amount of any Letter of Credit denominated in any other currency is translated into Dollars pursuant to clause (c) of this Section 1.08, (iii) the date of payment of the fee due pursuant to Section 2.09(a) and (iv) at any time a Default or |US-DOCS\126402975.16140630557.8|| an Event of Default has occurred and is continuing, from time to time as determined by the Administrative Agent in its reasonable discretion upon reasonable notice to Holdings.
(e) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with Holdings’ consent to appropriately reflect a change in currency of any country and any relevant market convention or practice relating to such change in currency. The Administrative Agent shall determine the Dollar Equivalent of any amount as of each Valuation Date (whether to determine compliance with any covenants specified herein or otherwise, subject to clause (b) of this Section 1.08), and a determination thereof by the Administrative Agent shall be conclusive absent manifest error. Such determination shall become effective as of such Valuation Date. The Administrative Agent may, but shall not be obligated to, rely on any determination made by any Loan Party in any document delivered to the Administrative Agent. The Administrative Agent may determine or redetermine the Dollar Equivalent of any amount on any date either in its reasonable discretion or upon the reasonable request of any Lender or L/C Issuer.
(f) 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.
Appears in 1 contract
Samples: Credit Agreement (APi Group Corp)