Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any other currency, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred under such Sections. (b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 and 7.11, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period, provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 12 contracts
Samples: Credit Agreement (Nielsen Holdings PLC), Credit Agreement (Nielsen Holdings N.V.), Credit Agreement (Nielsen CO B.V.)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersBorrower, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.06, 7.11 and 7.117.15, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period, provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 9 contracts
Samples: Credit Agreement (West Corp), Credit Agreement (West Corp), Credit Agreement (West Corp)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency Alternative Currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersBorrower Representative, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the any Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to 2.21; provided that if any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred basket is exceeded solely as a result of changes fluctuations in applicable currency exchange rates of exchange occurring after the last time such Indebtedness or Investment is incurred; provided thatbasket was utilized, for the avoidance such basket will not be deemed to have been exceeded solely as a result of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred under such Sectionsfluctuations in currency exchange rates.
(b) For purposes of determining compliance under Sections 7.02the First Lien Net Leverage Ratio, 7.05the Senior Secured Net Leverage Ratio and the Total Net Leverage Ratio, 7.06 and 7.11, any amount amounts denominated in a currency other than Dollars will be converted to Dollars based on for the average purposes of (A) testing the financial covenant under Section 7.11, at the Exchange Rate as of the last day of the fiscal quarter for which such currency measurement is being made, and (B) calculating any Total Net Leverage Ratio, Senior Secured Net Leverage Ratio and the First Lien Net Leverage Ratio (other than for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period, provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11), at the Dollar Amount Exchange Rate as of each Alternative Currency Loan the date of calculation, and will, in the equivalent in Dollars case of any other Indebtedness denominated in a currency other than Dollars will Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 6 contracts
Samples: Credit Agreement (Axalta Coating Systems Ltd.), Credit Agreement (Axalta Coating Systems Ltd.), Credit Agreement (Axalta Coating Systems Ltd.)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II2, IX 9 and X 10 or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersBorrower, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the any Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.05 and 7.117.06, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period, net income in Parent’s annual financial statements delivered pursuant to Section 6.01(a); provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 5 contracts
Samples: Credit Agreement (Freescale Semiconductor, Ltd.), Credit Agreement (Freescale Semiconductor Holdings I, Ltd.), Credit Agreement (Freescale Semiconductor Holdings I, Ltd.)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this SectionSection 1.10) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent Agents and the BorrowersBorrower, 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 Agents 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 1.10 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 or 7.13 or for calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and 7.11Consolidated Total Net Leverage Ratio, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating Consolidated EBITDA for the applicable period, provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 5 contracts
Samples: Credit Agreement (iHeartMedia, Inc.), Credit Agreement (iHeartMedia, Inc.), Credit Agreement
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this SectionArticle 2) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersLead Borrower, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01SECTION 6.01, 7.02 SECTION 6.02, SECTION 6.03, SECTION 6.05 and 7.03 of this Agreement with respect to SECTION 6.06, (i) any amount of Indebtedness or Investment in a currency other than DollarsDollars will be converted to Dollars based on the exchange rate for such currency as determined above, and (ii) no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time any transaction described in any of such Indebtedness or Investment Sections is incurredconsummated; provided that, for the avoidance of doubt, the foregoing provisions of this Section SECTION 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) such transaction described in such Sections may be incurred consummated at any time under such Sections.
(b) For Notwithstanding the foregoing, for purposes of determining compliance under Sections 7.02the Fixed Charge Coverage Ratio, 7.05, 7.06 and 7.11, any amount amounts denominated in a currency other than Dollars will be converted to Dollars based on at the average Exchange Rate for such currency exchange rates used in preparing the Lead Borrower’s financial statements for the most recent twelve month period immediately prior referred to in the date definition of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period, provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness“FCCR Test Period”.
Appears in 4 contracts
Samples: Credit Agreement (Gymboree Corp), Credit Agreement (Gymboree Corp), Credit Agreement (Gymboree Corp)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II2, IX 9 and X 10 or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersCompany, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the any Dollar Amount of any Loan shall be made in accordance with Section 2.152.17. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.06, 7.11 and 7.117.16, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period, provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, (i) the Dollar Amount of the U.K. Term Loans will be determined based on the Exchange Rate in effect on the Closing Date and (ii) the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 3 contracts
Samples: Second Refinancing and Incremental Amendment (Sungard Capital Corp Ii), Credit Agreement (Sungard Data Systems Inc), Credit Agreement (Sungard Data Systems Inc)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page Wall Street Journal (Western Edition) (which shall be a Business Day on which the Wall Street Journal (Western Edition) is published) for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency PageWall Street Journal (Western Edition), by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersLead Borrower, 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, New York City time) on such date for the purchase of Dollars or Euros (as applicable) for delivery two Business Days later); provided that the determination of the Dollar Amount of any Loan amount shall be made in accordance with Section 2.151.08(b). Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.05 and 7.117.06, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for net income in the applicable period, Borrower’s annual financial statements delivered pursuant to Section 6.01(a); provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 3 contracts
Samples: Credit Agreement (Performance Food Group Co), Credit Agreement (Performance Food Group Co), Credit Agreement (Performance Food Group Co)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph clause (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency Alternative Currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersBorrower Representative, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the any Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to 3.02; provided that if any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred basket is exceeded solely as a result of changes fluctuations in applicable currency exchange rates of exchange occurring after the last time such Indebtedness or Investment is incurred; provided thatbasket was utilized, for the avoidance such basket will not be deemed to have been exceeded solely as a result of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred under such Sectionsfluctuations in currency exchange rates.
(b) For purposes of determining compliance under Sections 7.02the First Lien Net Leverage Ratio, 7.05and the Total Net Leverage Ratio, 7.06 and 7.11, any amount amounts denominated in a currency other than Dollars will be converted to Dollars based on for the average purposes of (A) testing the Financial Covenant, at the Exchange Rate as of the last day of the fiscal quarter for which such currency measurement is being made, and (B) calculating any Total Net Leverage Ratio, and the First Lien Net Leverage Ratio (other than for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period, provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.117.08), at the Dollar Amount Exchange Rate as of each Alternative Currency Loan the date of calculation, and will, in the equivalent in Dollars case of any other Indebtedness denominated in a currency other than Dollars will Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 3 contracts
Samples: Credit Agreement (Ortho Clinical Diagnostics Holdings PLC), Second Amendment (Ortho Clinical Diagnostics Holdings PLC), Credit Agreement (Ortho Clinical Diagnostics Holdings PLC)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersBorrower, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.05 and 7.117.06, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for net income in the applicable period, Borrower’s annual financial statements delivered pursuant to Section 6.01(a); provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 3 contracts
Samples: Credit Agreement (Pinnacle Foods Inc.), Credit Agreement (Pinnacle Foods Inc.), Credit Agreement (Pinnacle Foods Finance LLC)
Currency Equivalents Generally. (ai) Any amount specified in this Agreement (other than in Articles Article II, Article IX and Article X or as set forth in paragraph (bii) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the 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 or Euros (as applicable) for delivery two (2) Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(bii) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.05 and 7.117.06, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for net income in the applicable period, Borrowers’ annual financial statements delivered pursuant to Section 6.01(a); provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 2 contracts
Samples: Abl Credit Agreement (Cole Haan, Inc.), Abl Credit Agreement (Cole Haan, Inc.)
Currency Equivalents Generally. (a) Any The equivalent of any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any other currency, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. 12:00 noon (London New York City time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersBorrower, 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. 12:00 noon (New York City time) on such date for the purchase of Dollars or Euros (as applicable) for delivery two (2) Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, (i) for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement Article VII with respect to any amount of Indebtedness Indebtedness, Investment, Disposition or Investment Restricted Payment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness Indebtedness, Investment, Disposition or Investment Restricted Payment is incurredincurred or made; provided that, that for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness Indebtedness, Investment, Disposition or Investment (not previously incurred on any date) Restricted Payment may be incurred or made at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 and 7.11Consolidated Total Indebtedness as of any date or Consolidated EBITDA for any Test Period, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that using the same weighted average exchange rates used in calculating EBITDA preparing the financial statements of iGate Corporation for the applicable period, provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other IndebtednessTest Period.
Appears in 2 contracts
Samples: Credit Agreement (Igate Corp), Credit Agreement (Igate Corp)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersCompany, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.06, 7.10 and 7.117.14, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period, provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.117.10, (i) the Dollar Amount of each Alternative Currency Loan the Euro Term Loans will be determined based on the Exchange Rate in effect on the Closing Date, (ii) the Dollar Amount of any Incremental Overseas Term Loans will be determined based on the Exchange Rate in effect on the applicable Incremental Overseas Facility Closing Date and (iii) the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
(c) For all purposes under this Agreement, the Administrative Agent shall determine the Dollar Amount of each Alternative Currency Loan as of the Closing Date, in the case of any Euro Term Loan, and as of the relevant Incremental Overseas Closing Date, in the case of any other Alternative Currency Loan. Each such determination shall be based on the Exchange Rate on or about the date of the related initial Committed Loan Notice. Notwithstanding the foregoing, the Exchange Rate applicable to the Euro Term Loans on the Closing Date shall be deemed to be 1.3206.
Appears in 2 contracts
Samples: Credit Agreement (Readers Digest Association Inc), Credit Agreement (Direct Holdings Libraries Inc.)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this SectionSection 1.10) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent Agents or the L/C Issuer, as the case may be, and the BorrowersBorrower, 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 Agents or the L/C Issuer, as the case may be, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the any Dollar Amount Equivalent with respect to a Letter of any Loan Credit shall be made in accordance with Section 2.152.03(p). Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 1.10 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.06, 7.11, 7.12 or 7.13 or for calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and 7.11Consolidated Total Net Leverage Ratio, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating Consolidated EBITDA for the applicable period, provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 2 contracts
Samples: Credit Agreement (Travelport Worldwide LTD), Credit Agreement (Travelport Worldwide LTD)
Currency Equivalents Generally. (ai) Any amount specified in this Agreement (other than in Articles Article II, Article IX and Article X or as set forth in paragraph (bii) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersBorrower, 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 or Euros (as applicable) for delivery two (2) Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(bii) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.05 and 7.117.06, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for net income in the applicable period, Borrower’s annual financial statements delivered pursuant to Section 6.01(a); provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 2 contracts
Samples: Credit Agreement (Epicor International Holdings, Inc.), Credit Agreement (Epicor Software Corp)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersBorrower, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the any Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 and 7.11, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period, ; provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 2 contracts
Samples: Credit Agreement (Travelport LTD), Credit Agreement (Travelport LTD)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II2, IX 9 and X 10 or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersCompany, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.06, 7.11 and 7.117.16, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period, ; provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 2 contracts
Samples: Credit Agreement (Sungard Capital Corp Ii), Credit Agreement (GL Trade Overseas, Inc.)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersBorrower, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the any Dollar Amount of any Loan shall be made in accordance with Section 2.151.08(c). Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.05 and 7.117.06, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for net income in the applicable period, Borrower’s annual financial statements delivered pursuant to Section 6.01(a); provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, .
(c) The Administrative Agent shall determine the Dollar Amount or the Euro Amount, as the case may be, of any Credit Extension, Commitment or Outstanding Amount of any Loan as of (A) the Original Effective Date, (B) the Restatement Effective Date, (C) the first day of each Alternative Currency Loan Interest Period applicable thereto, (D) as of the end of each fiscal quarter of the Borrower, and (E) such dates as the Administrative Agent shall reasonably determine or the Required Lenders shall reasonably require, and shall promptly notify the Borrower and the equivalent in Dollars Lenders of any other Indebtedness denominated in a currency other than Dollars will reflect each Dollar Amount or Euro Amount, as the currency translation effectscase may be, so determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to by it. Each such determination shall be based on the applicable currency in effect Exchange Rate (x) on the date of determination the related Committed Loan Notice for purposes of the initial such determination for any Loan and (y) on the second Business Day prior to the date as of which such Dollar Amount or Euro Amount, as the case may be, is to be determined, for purposes of such Alternative Currency Loan or the Dollar equivalent of such other Indebtednessany subsequent determination.
Appears in 2 contracts
Samples: Credit Agreement (Catalent, Inc.), Credit Agreement (Catalent Pharma Solutions, Inc.)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersLead Borrower, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the Dollar Amount of any Loan amount shall be made in accordance with Section 2.151.08(b). Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.05 and 7.117.06, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for net income in the applicable period, Borrower’s annual financial statements delivered pursuant to Section 6.01(a); provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 2 contracts
Samples: Credit Agreement (Performance Food Group Co), Credit Agreement (Performance Food Group Co)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles Article II, Article IX and Article X or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersBorrower, 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 or Euros (as applicable) for delivery two (2) Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.05 and 7.117.06, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for net income in the applicable period, Borrower’s annual financial statements delivered pursuant to Section 6.01(a); provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 2 contracts
Samples: Credit Agreement (SMART Technologies Inc.), Second Lien Credit Agreement (SMART Technologies Inc.)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II2, IX 9 and X 10 or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrowersrelevant Borrower, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections Section 7.01, 7.02 7.01 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.06, 7.11 and 7.117.15, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period, ; provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Euro Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Euro Loan or the Dollar equivalent of such other Indebtedness.
Appears in 1 contract
Samples: Credit Agreement (Sensata Technologies Holland, B.V.)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this SectionSection 1.10) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent Agents or the L/C Issuer, as the case may be, and the BorrowersBorrower, 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 Agents or the L/C Issuer, as the case may be, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 1.10 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.06, 7.13 or 7.14 or for calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and 7.11Consolidated Total Net Leverage Ratio, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating Consolidated EBITDA for the applicable period, provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 1 contract
Currency Equivalents Generally. 57
(a) With respect to Articles II, IX and X, the Administrative Agent or applicable L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating the Dollar Equivalent of Loans and Letters of Credit outstanding hereunder 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 for such purpose between the applicable currencies until the next Revaluation Date to occur.
(b) Wherever in this Agreement in connection with a borrowing, conversion, continuation or prepayment of a Eurocurrency Rate 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, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 and above of a unit being rounded upward), as determined by the Administrative Agent or the relevant L/C Issuer, as the case may be.
(a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this SectionX) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersBorrower, 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 or Euros (as applicable) for delivery two (2) Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 and 7.11, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period, provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 1 contract
Samples: Credit Agreement (Bright Horizons Family Solutions Inc.)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II2, IX 9 and X 10 or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrowersrelevant Borrower, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determinationin determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.. NYDOCS01/1760806.13
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.06, and 7.117.11 and 7.15, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period, ; provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Euro Loan and Sterling Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Euro Loan or Sterling Loan (as applicable) or the Dollar equivalent of such other Indebtedness.
Appears in 1 contract
Samples: Credit Agreement (Sensata Technologies Holding PLC)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersBorrower, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the any Dollar Amount of any Loan shall be made in accordance with Section 2.151.08(c). Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.05 and 7.117.06, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for net income in the applicable period, Borrower’s annual financial statements delivered pursuant to Section 6.01(a); provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, .
(c) The Administrative Agent shall determine the Dollar Amount or the Euro Amount, as the case may be, of any Credit Extension, Commitment or Outstanding Amount of any Loan as of (A) the Closing Date, (B) the first day of each Alternative Currency Loan Interest Period applicable thereto, (C) as of the end of each fiscal quarter of the Borrower, and (D) such dates as the Administrative Agent shall reasonably determine or the Required Lenders shall reasonably require, and shall promptly notify the Borrower and the equivalent in Dollars Lenders of any other Indebtedness denominated in a currency other than Dollars will reflect each Dollar Amount or Euro Amount, as the currency translation effectscase may be, so determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to by it. Each such determination shall be based on the applicable currency in effect Exchange Rate (x) on the date of determination the related Committed Loan Notice for purposes of the initial such determination for any Loan and (y) on the second Business Day prior to the date as of which such Dollar Amount or Euro Amount, as the case may be, is to be determined, for purposes of such Alternative Currency Loan or the Dollar equivalent of such other Indebtednessany subsequent determination.
Appears in 1 contract
Currency Equivalents Generally. (a) The Administrative Agent shall determine the Dollar Equivalent of any Borrowing denominated in a currency other than Dollars (i) 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 three Business Days prior to the date on which the applicable Interest Period shall commence and (ii) during the continuance of an Event of Default, as reasonably requested by the Administrative Agent. Each amount determined as aforesaid shall, except as provided in subsections (b) and (c) of this Section 1.08, be the Dollar Equivalent of the applicable Borrowing until the next required calculation thereof pursuant to the preceding sentences of this subsection. The Administrative Agent shall notify Borrower, the Borrower and the applicable Lenders of each calculation of the Dollar Equivalent of each Borrowing denominated in a currency other than Dollars.
(b) Any amount specified in this Agreement (other than in Articles Article II, Article IX and Article X or as set forth in paragraph (b) the other paragraphs of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. 12:00 noon (London New York City time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersBorrower, 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. 12:00 noon (New York City time) on such date for the purchase of Dollars or Euros (as applicable) for delivery two (2) Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, (i) for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement Article VII with respect to any amount of Indebtedness Indebtedness, Investment, Disposition or Investment Restricted Payment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness Indebtedness, Investment, Disposition or Investment Restricted Payment is incurredincurred or made; provided that, that for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness Indebtedness, Investment, Disposition or Investment (not previously incurred on any date) Restricted Payment may be incurred or made at any time under such SectionsSections and (ii) for the avoidance of doubt, the Exchange Rate shall be used for purposes of calculating the amount of any Loans, interest or fees payable hereunder rather than the rates described in the immediately preceding sentence.
(bc) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 and 7.11Consolidated Total Indebtedness as of any date or Consolidated EBITDA for any Test Period, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that using the same weighted average exchange rates used in calculating EBITDA for preparing the applicable period, provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination financial statements of the Dollar Amount of Borrower for such Alternative Currency Loan or the Dollar equivalent of such other IndebtednessTest Period.
Appears in 1 contract
Samples: Credit Agreement (Igate Corp)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II2, IX 9 and X 10 or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersCompany, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the any Dollar Amount with respect to a Letter of any Loan Credit shall be made in accordance with Section 2.152.03(l). Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 and 7.11, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period, ; provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 1 contract
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersBorrower, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the any Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 and 7.11, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating Consolidated EBITDA for the applicable period, ; provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 1 contract
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles Article II, Article IX and Article X or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersBorrower, 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 or Euros (as applicable) for delivery two (2) Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.05 and 7.117.06, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for net income in the applicable period, Borrower’s annual financial statements delivered pursuant to Section 6.01(a); provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. .
(c) For purposes of determining compliance with Section 7.11this Agreement, the Dollar Amount Equivalent of each Alternative Currency Loan or Letter or Credit that is denominated in Canadian Dollars shall, in addition to its determination under the definition of “Dollar Equivalent” be calculated (i) on the second Business Day of each month, and (ii) at any time when an Event of Default exists, at such other times as designated by the Administrative Agent (or the Swing Line Lender, in respect of Swing Line Loans). Such Dollar Equivalent shall remain in effect until the same is recalculated by the Administrative Agent (or the Swing Line Lender, in respect of Swing Line Loans) as provided above and notice of such recalculation is received by the Borrower, it being understood that until such notice is received, the Dollar Equivalent shall be that Dollar Equivalent as last reported to the Borrower by the Administrative Agent (or the Swing Line Lender, in respect of Swing Line Loans). The Administrative Agent (or the Swing Line Lender, in respect of Swing Line Loans) shall promptly notify the Borrower and the equivalent in Dollars Lenders of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of each such determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other IndebtednessEquivalent.
Appears in 1 contract
Samples: First Lien Credit Agreement (SMART Technologies Inc.)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II2, IX 9 and X 10 or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersCompany, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.05 and 7.117.06, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for net income in the applicable period, Company’s annual financial statements delivered pursuant to Section 6.01(a); provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 1 contract
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles Article II, Article IX and Article X or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersBorrower, 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 or Euros (as applicable) for delivery two (2) Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Lien, Investment or Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Lien, Investment or Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.05 and 7.117.06, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for net income in the applicable period, Borrower’s annual financial statements delivered pursuant to Section 6.01(a); provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. .
(c) For purposes of determining compliance with Section 7.11this Agreement, the Dollar Amount Equivalent of each Alternative Currency Loan or Letter of Credit that is denominated in Canadian Dollars shall, in addition to its determination under the definition of “Dollar Equivalent” be calculated (i) on the second Business Day of each month, and (ii) at any time when an Event of Default exists, at such other times as designated by the Administrative Agent (or the Swing Line Lender, in respect of Swing Line Loans). Such Dollar Equivalent shall remain in effect until the same is recalculated by the Administrative Agent (or the Swing Line Lender, in respect of Swing Line Loans) as provided above and notice of such recalculation is received by the Borrower, it being understood that until such notice is received, the Dollar Equivalent shall be that Dollar Equivalent as last reported to the Borrower by the Administrative Agent (or the Swing Line Lender, in respect of Swing Line Loans). The Administrative Agent (or the Swing Line Lender, in respect of Swing Line Loans) shall promptly notify the Borrower and the equivalent in Dollars Lenders of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of each such determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other IndebtednessEquivalent.
Appears in 1 contract
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles Article II, Article IX and Article X or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersBorrower, 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 or Euros (as applicable) for delivery two (2) Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Lien, Investment or Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Lien, Investment or Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.05 and 7.117.06, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for net income in the applicable period, Borrower’s annual financial statements delivered pursuant to Section 6.01(a); provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 1 contract
Samples: Term Loan Credit Agreement (SMART Technologies Inc.)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this SectionSection 1.10) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent Agents or the L/C Issuer, as the case may be, and the BorrowersBorrower, 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 Agents or the L/C Issuer, as the case may be, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the any Dollar Amount with respect to a Letter of any Loan Credit shall be made in accordance with Section 2.152.03(i). Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 1.10 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.06, 7.11, 7.12 or 7.13 or for calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and 7.11Consolidated Total Net Leverage Ratio, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating Consolidated EBITDA for the applicable period, provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 1 contract
Samples: Credit Agreement (Travelport LTD)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also US-DOCS\79529473.13 include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersBorrower, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.05 and 7.117.06, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for net income in the applicable period, Borrower’s annual financial statements delivered pursuant to Section 6.01(a); provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 1 contract
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any other currency, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.05 and 7.117.06, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve month (12)-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period, provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 1 contract
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersBorrower, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the Dollar Amount of any Loan amount shall be made in accordance with Section 2.151.08(b). Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.05 and 7.117.06, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for net income in the applicable period, Borrower’s annual financial statements delivered pursuant to Section 6.01(a); provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 1 contract
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II2, IX 9 and X 10 or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersBorrower, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to AMERICAS/2023095923.12023095923.18 75 Credit Agreement determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 and 7.11, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period, ; provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Euro Loan and Sterling Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Euro Loan or Sterling Loan (as applicable) or the Dollar equivalent of such other Indebtedness.
(c) Wherever in this Agreement in connection with a Revolving Credit Borrowing, conversion, continuation or prepayment of an XXXXX Daily Simple Loan or EURIBOR 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, XXXXX Daily Simple Loan, EURIBOR Loan or Letter of Credit is denominated in a currency other than Dollars, such amount shall be the Dollar equivalent amount thereof, as determined by the Administrative Agent or the applicable Issuing Bank, as the case may be.
Appears in 1 contract
Samples: Credit Agreement (Sensata Technologies Holding PLC)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersBorrower, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) . For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.06, 7.11 and 7.117.15, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period, provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 1 contract
Samples: Credit Agreement (West Corp)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any other currency, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 and 7.11, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve month (12)-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period, provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 1 contract
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this SectionSection 1.10) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent Agents or the L/C Issuer, as the case may be, and the BorrowersBorrower, 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 Agents or the L/C Issuer, as the case may be, 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 or Euros (as applicable) for delivery two (2) Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 1.10 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.06, 7.13 or 7.14 or for calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and 7.11Consolidated Total Net Leverage Ratio, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating Consolidated EBITDA for the applicable period, provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 1 contract
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph clause (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency Alternative Currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersBorrower, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates 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 11:00 a.m. (New York City time) on such date for the purchase of Dollars or Euros (as applicable) for delivery two Business Days later); provided that the determination of the any Dollar Amount of any Loan shall be made in accordance with Section 2.152.22. Notwithstanding the foregoing, for purposes of determining compliance with Sections Section 7.01, 7.02 Section 7.02, Section 7.03, Section 7.05, Section 7.06, Section 7.08 and 7.03 of this Agreement Section 7.13 with respect to any the amount of any Lien, Investment, Indebtedness, Disposition, Restricted Payment, Affiliate transaction or prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness or Investment (a “Subject Transaction”) in a currency other than Dollars, (i) the Dollar-equivalent amount of a Subject Transaction in a currency other than Dollars shall be calculated based on the relevant currency exchange rate in effect on the date of such Subject Transaction and, in the case of the incurrence of Indebtedness, on the date incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a currency other than Dollars, and such extension, refunding, replacement, refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount of unpaid and accrued interest, premium (including tender and call premiums) thereon, defeasance costs and fees and expenses incurred (including OID, upfront fees and similar interest), in connection with such extension, replacement, refunding, refinancing, renewal or defeasance and (ii) for the avoidance of doubt, it is agreed no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of currency exchange occurring after the time of such Indebtedness Subject Transaction (so long as such Subject Transaction, at the time incurred, made, acquired, committed or Investment is incurred; provided that, for entered into (or declared in the avoidance case of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any datea Restricted Payment) may be incurred under such Sectionswas permitted hereunder).
(b) For purposes of determining compliance under Sections 7.02the Total Net Leverage Ratio, 7.05the Total Net Senior Secured Leverage Ratio and the Total Net First Lien Leverage Ratio, 7.06 and 7.11, any amount amounts denominated in a currency other than Dollars will be converted to Dollars based on at the average Exchange Rate for such currency for exchange rates used in preparing the most recent twelve month period immediately prior Borrower’s financial statements corresponding to the Test Period with respect to the applicable date of determination determined and will, in a manner consistent with that used in calculating EBITDA for the applicable period, provided, however, that the foregoing shall not be deemed to apply to the determination of any amount case of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 1 contract
Samples: Credit Agreement (Casa Systems Inc)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II2, IX 9 and X 10 or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersBorrower, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 and 7.11, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period, ; provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Euro Loan and each Sterling Revolving Credit Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.applicable
Appears in 1 contract
Samples: Credit Agreement (Sensata Technologies Holding PLC)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph clause (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency Alternative Currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersBorrower, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates 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 11:00 a.m. (New York City time) on such date for the purchase of Dollars or Euros (as applicable) for delivery two Business Days later); provided that the determination of the any Dollar Amount of any Loan shall be made in accordance with Section 2.152.22. Notwithstanding the foregoing, for purposes of determining compliance with Sections Section 7.01, 7.02 Section 7.02, Section 7.03, Section 7.05, Section 7.06, Section 7.08 and 7.03 of this Agreement Section 7.13 with respect to any the amount of any Lien, Investment, Indebtedness, Disposition, Restricted Payment, Affiliate transaction or prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness or Investment (a “subject transaction”) in a currency other than Dollars, (i) the Dollar-equivalent amount of a subject transaction in a currency other than Dollars shall be calculated based on the relevant currency exchange rate in effect on the date of such subject transaction and, in the case of the incurrence of Indebtedness, on the date incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease (collectively, a “refinancing”) other Indebtedness denominated in a currency other than Dollars, and such extension, refunding, replacement, refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount of unpaid and accrued interest, premium (including tender and call premiums) thereon, defeasance costs and fees and expenses incurred (including OID, upfront fees and similar interest), in connection with such extension, replacement, refunding, refinancing, renewal or defeasance and (ii) for the avoidance of doubt, it is agreed no Default shall be deemed to have occurred solely as a result of changes in rates of currency exchange occurring after the time of such Indebtedness subject transaction (so long as such subject transaction, at the time incurred, made, acquired, committed or Investment is incurred; provided that, for entered into (or declared in the avoidance case of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any datea Restricted Payment) may be incurred under such Sectionswas permitted hereunder).
(b) For purposes of determining compliance under Sections 7.02the Total Net Leverage Ratio, 7.05the Total Net Senior Secured Leverage Ratio and the Total Net First Lien Leverage Ratio, 7.06 and 7.11, any amount amounts denominated in a currency other than Dollars will be converted to Dollars based on at the average Exchange Rate for such currency for exchange rates used in preparing the most recent twelve month period immediately prior Borrower’s financial statements corresponding to the Test Period with respect to the applicable date of determination determined and will, in a manner consistent with that used in calculating EBITDA for the applicable period, provided, however, that the foregoing shall not be deemed to apply to the determination of any amount case of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 1 contract
Samples: Credit Agreement (M/a-Com Technology Solutions Holdings, Inc.)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this SectionSection 1.08) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent Agents or the L/C Issuer, as the case may be, and the BorrowersBorrower, 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 Agents or the L/C Issuer, as the case may be, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the any Dollar Amount with respect to a Letter of any Loan Credit shall be made in accordance with Section 2.152.03(i). Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 and 7.06, 7.11, 7.12 or 7.13 or for calculating the First Lien Leverage Ratio, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating Consolidated EBITDA for the applicable period, provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 1 contract
Samples: Credit Agreement (Travelport LTD)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersBorrower, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the any Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.05 and 7.11, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period, ; provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 1 contract
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II2, IX 9 and X 10 or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersCompany, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 and 7.11, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period, ; provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 1 contract
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles Article II, Article IX and Article X or as set forth in paragraph (bii) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersBorrower, 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 or Euros (as applicable) for delivery two (2) Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.05 and 7.117.06, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for net income in the applicable period, Borrower’s annual financial statements delivered pursuant to Section 6.01(a); provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 1 contract
Samples: Credit Agreement (Cole Haan, Inc.)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersBorrower, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.06, 7.11 and 7.117.15, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period, provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.recent
Appears in 1 contract
Samples: Credit Agreement (West Corp)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this SectionSection 1.10) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersBorrower, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 1.10 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.06, 7.12 or 7.13 or for calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and 7.11Consolidated Total Net Leverage Ratio, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating Consolidated EBITDA for the applicable period, provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.
Appears in 1 contract
Samples: Loan Agreement (Travelport LTD)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the BorrowersBorrower, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the any Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.06, 7.12 or 7.13 or for calculating the Secured Leverage Ratio, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period. From and after the Subsequent Pricing Increase Effective Date, for purposes of determining compliance under Section 7.11, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period, provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11Sections 7.11 and 7.12 and for calculating the Secured Leverage Ratio, the Borrower shall determine the Dollar Amount of each Loan denominated in an Alternative Currency Loan and the equivalent in Dollars of after taking into account any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of net obligations under any Swap Contracts for currency exchange risks with respect Contract relating to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other IndebtednessLoan.
Appears in 1 contract
Samples: Credit Agreement (Travelport LTD)
Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II2, IX 9 and X 10 or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any currency other currencythan Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrowersrelevant Borrower, 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 or Euros (as applicable) for delivery two Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred at any time under such Sections.
(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 7.06, 7.11 and 7.117.15, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period, ; provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Euro Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Euro Loan or the Dollar equivalent of such other Indebtedness.
Appears in 1 contract
Samples: Credit Agreement (Sensata Technologies Holding N.V.)