Common use of Currency Generally Clause in Contracts

Currency Generally. For purposes of determining compliance with any Basket under Article VI, VII, or VIII in a currency other than Dollars, 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 such Indebtedness or Investment is incurred (so long as such Indebtedness or Investment, at the time incurred, made or acquired, was permitted hereunder). For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was 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 foreign currency, and such extension, replacement, refunding, 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 fees, underwriting discounts, premiums (including tender premiums) and other costs and expenses (including OID) incurred in connection with such refinancing, Except with respect to any ratio calculated under any Basket, any subsequent change in rates of currency exchange with respect to any prior utilization or other measurement of a Basket previously made in reliance on such Basket (as the same may have been reallocated in accordance with this Agreement) shall be disregarded for purposes of determining any unutilized portion under such Basket.

Currency Generally. (a) For purposes of determining any determination under Article 5, Article 6 (other than Section 6.15(a) and the calculation of compliance with any Basket under financial ratio for purposes of taking any action hereunder) or Article VI7 with respect to the amount of any Indebtedness, VIILien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Sale and Lease-Back Transaction, Affiliate transaction or other transaction, event or circumstance, or VIII any determination under any other provision of this Agreement, (any of the foregoing, a “specified transaction”), in a currency other than US Dollars, no Default or Event (i) the equivalent amount in US Dollars of Default shall be deemed to have occurred solely as a result of changes in rates of currency exchange occurring after the time such Indebtedness or Investment is incurred (so long as such Indebtedness or Investment, at the time incurred, made or acquired, was permitted hereunder). For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated specified transaction in a foreign currency other than US Dollars shall be calculated based on the relevant currency rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower Representative) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such Indebtedness was incurredspecified transaction (which, in the case of term debtany Restricted Payment, or first committedshall be deemed to be the date of the declaration thereof and, in the case of revolving credit debtthe incurrence of Indebtedness, shall be deemed to be on the date first committed); provided provided, that if such any Indebtedness is incurred (and, if applicable, associated Lien granted) to extend, replace, refund, refinance, renew refinance or defease replace other Indebtedness denominated in a foreign currencycurrency other than US Dollars, and such extension, replacement, refunding, refinancing, renewal the relevant refinancing or defeasance replacement would cause the applicable US Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, refinancing or replacement, refunding, refinancing, renewal or defeasance, such US Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness being extended, refinanced or replaced, refunded, refinanced, renewed or defeased, plus the aggregate except by an amount of fees, underwriting discounts, equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and other costs customary fees and expenses (including OIDupfront fees and original issue discount) incurred in connection with such refinancingrefinancing or replacement, Except (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the rate of currency exchange occurring after the time of any specified transaction so long as such specified transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i). For purposes of Section 6.15(a) and the calculation of compliance with any financial ratio for purposes of taking any action hereunder (including for purposes of calculating availability under the Incremental Cap), on any relevant date of determination, amounts denominated in currencies other than US Dollars shall be translated into US Dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 3.04), as applicable, for the relevant Test Period. Notwithstanding the foregoing or anything to the contrary herein, to the extent that any Borrower would not be in compliance with Section 6.15(a) if any Indebtedness denominated in a currency other than US Dollars were to be translated into US Dollars on the basis of the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period, but would be in compliance with Section 6.15(a) if such Indebtedness that is denominated in a currency other than in US Dollars were instead translated into US Dollars on the basis of the average relevant currency exchange rates over such Test Period (taking into account the currency translation effects, determined in accordance with IFRS, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to any ratio calculated under any Basketthe applicable currency in effect on the date of determination for the US Dollars equivalent amount of such Indebtedness), any subsequent change in rates of currency exchange with respect to any prior utilization or other measurement of a Basket previously made in reliance on such Basket (as the same may have been reallocated in accordance with this Agreement) shall be disregarded then, solely for purposes of determining compliance with Section 6.15(a), the First Lien Leverage Ratio as of the last day of such Test Period shall be calculated on the basis of such average relevant currency exchange rates. (b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Borrower Representative’s consent to appropriately reflect a change in currency of any unutilized portion under country and any relevant market convention or practice relating to such Basketchange in currency. (c) The Administrative Agent shall determine the Spot Rate as of each Revaluation Date to be used for calculating the US Dollar Equivalent amount of any Revolving Loan and/or Letter of Credit that is denominated in any Alternate Currency. The Spot Rate shall become effective as of such Revaluation Date and shall be the Spot Rate employed in converting any amount between any Alternate Currency and US Dollars until the next occurring Revaluation Date.

Currency Generally. For (a) Subject to clause (b) of this Section 1.08, for purposes of determining any determination hereunder (other than the calculation of compliance with any Basket under Article VIfinancial ratio) with respect to any Specified Transaction, VII, any other transaction or VIII utilization or other measurement or calculation of any transaction or action in a currency other than Dollars, 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 (i) the time such Indebtedness or Investment is incurred (so long as such Indebtedness or Investment, at the time incurred, made or acquired, was permitted hereunder). For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-Dollar equivalent principal amount of Indebtedness denominated in a foreign currency such Specified Transaction, any other transaction or utilization or other measurement or calculation of any transaction or action shall be calculated based on a currency exchange rate determined by the relevant Parent Borrower in good faith in effect on the date of such applicable transaction, utilization, measurement or calculation (or such other date as the Parent Borrower determines in good faith is the appropriate calculation date, including, at the election of the Parent Borrower, the applicable LCT Test Date for a Limited Condition Transaction); provided, that in the case of the incurrence of Indebtedness under any revolving credit or delayed draw facility, the Parent Borrower may instead elect to use the currency exchange rate in effect on the date such Indebtedness indebtedness was incurred, in the case of term debt, first committed or first committed, in incurred (whichever yields the case of revolving credit debtlower Dollar equivalent); provided that if such any Indebtedness is incurred (and, if applicable, associated Lien granted) to extend, replace, refund, refinance, renew refinance or defease replace other Indebtedness denominated in a foreign currencycurrency other than Dollars, and such extension, replacement, refunding, refinancing, renewal the relevant refinancing or defeasance replacement 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, refinancing or 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 or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness being extended, refinanced or replaced, refunded, refinanced, renewed or defeased, plus the aggregate except by an amount of fees, underwriting discounts, equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and other costs customary fees and expenses (including OIDupfront fees and original issue discount) incurred in connection with such refinancingrefinancing or replacement, Except (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the rate of currency exchange occurring after the time of any Specified Transaction so long as such Specified Transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i). For purposes of the calculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period and will, with respect to any ratio calculated under Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Basket, any subsequent change Hedge Agreement permitted hereunder in rates respect of currency exchange risks with respect to any prior utilization or other measurement the applicable currency in effect on the date of a Basket previously made in reliance on determination for the Dollar equivalent amount of such Basket Indebtedness. (b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the same Administrative Agent may have been reallocated from time to time specify with the Parent Borrower’s consent to appropriately reflect a change in accordance with this Agreement) shall be disregarded for purposes currency of determining any unutilized portion under country and any relevant market convention or practice relating to such Basketchange in currency.

Currency Generally. (a) For purposes of determining any determination under Article 5, Article 6 (other than Section 6.14 and the calculation of compliance with any Basket under financial ratio for purposes of taking any action hereunder) or Article VI7 with respect to the amount of any Indebtedness, VIILien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Sale and Lease-Back Transaction, affiliate transaction or other transaction, event or circumstance, or VIII any determination under any other provision of this Agreement (other than in connection with any Initial Euro Term Loans, 2017 Replacement Euro Term Loans and any Revolving Loans or Letters of Credit denominated in any Alternative Currency) (any of the foregoing, a “Specified Transaction”), in a currency other than Dollars, 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 (i) the time such Indebtedness or Investment is incurred (so long as such Indebtedness or Investment, at the time incurred, made or acquired, was permitted hereunder). For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-Dollar equivalent principal amount of Indebtedness denominated a Specified Transaction in a foreign currency other than Dollars shall be calculated based on the relevant currency rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such Indebtedness was incurredSpecified Transaction (which, in the case of term debtany Restricted Payment, or first committedshall be deemed to be the date of the declaration thereof and, in the case of revolving credit debtthe incurrence of Indebtedness, shall be deemed to be on the date first committed); provided that if such any Indebtedness is incurred (and, if applicable, associated Lien granted) to extend, replace, refund, refinance, renew refinance or defease replace other Indebtedness denominated in a foreign currencycurrency other than Dollars, and such extension, replacement, refunding, refinancing, renewal the relevant refinancing or defeasance replacement 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, refinancing or 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 or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness being extended, refinanced or replaced, refunded, refinanced, renewed or defeased, plus the aggregate except by an amount of fees, underwriting discounts, equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and other costs customary fees and expenses (including OIDupfront fees and original issue discount) incurred in connection with such refinancingrefinancing or replacement, Except (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be incurred under Section 6.01 (so long as any such additional amounts are justified under and incurred in accordance with one or more of the applicable exceptions to Section 6.01 (other than Section 6.01(p)) and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the rate of currency exchange occurring after the time of any Specified Transaction so long as such Specified Transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i). For purposes of Section 6.14 and the calculation of compliance with any financial ratio for purposes of taking any action hereunder (other than in connection with any Initial Euro Term Loans, 2017 Replacement Euro Term Loans and any Revolving Loans or Letters of Credit denominated in any Alternative Currency), on any relevant date of determination, amounts denominated in currencies other than Dollars shall be (other than in connection with any Initial Euro Term Loans, 2017 Replacement Euro Term Loans and any Revolving Loans or Letters of Credit denominated in any Alternative Currency) translated into Dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period and will, with respect to any ratio calculated under Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Basket, any subsequent change Hedge Agreement permitted hereunder in rates respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness. (b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Borrower Representative’s consent to appropriately reflect a change in currency of any prior utilization country and any relevant market convention or other measurement practice relating to such change in currency. (c) Each obligation of a Basket previously made Borrower to make a payment denominated in reliance on the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such Basket adoption (as the same may have been reallocated in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement) Agreement in respect of that currency shall be disregarded inconsistent with any convention or practice in the European syndicated loan market for purposes the basis of determining accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any unutilized portion under Borrowing in the currency of such Basketmember state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period. (d) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

Currency Generally. For purposes of determining compliance with Article 7 with respect to any Basket under Article VIamount of Indebtedness, VII, Lien or VIII Investment in a currency other than Dollars, 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 such Indebtedness or Investment is incurred (so long as such Indebtedness or Investment, at the time incurred, made or acquired, was permitted hereunder). For purposes of the calculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 6.01(a) or (b), as applicable, for the relevant Test 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 any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent Dollar Equivalent of the principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debtapplicable Revaluation Date; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, 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 defeaseddefeased plus accrued amounts, plus the aggregate amount of feesand any costs, underwriting discounts, fees and premiums (including tender premiums) and other costs and expenses (including OID) incurred paid in connection with such refinancing, Except with respect to any ratio calculated under any Basket, any subsequent change in rates of currency exchange with respect to any prior utilization or other measurement of a Basket previously made in reliance on such Basket (as the same may have been reallocated in accordance with this Agreement) shall be disregarded for purposes of determining any unutilized portion under such Baskettherewith.

Currency Generally. (a) For purposes of determining any determination under Article 5, Article 6 (other than the calculation of compliance with any Basket under financial ratio for purposes of taking any action hereunder) or Article VI7 with respect to the amount of Specified Transaction, VII, or VIII in a currency other than Dollars, 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 (i) the time such Indebtedness or Investment is incurred (so long as such Indebtedness or Investment, at the time incurred, made or acquired, was permitted hereunder). For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-Dollar equivalent principal amount of Indebtedness denominated a Specified Transaction in a foreign currency other than Dollars shall be calculated based on the relevant currency rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such Indebtedness was incurredSpecified Transaction (which, in the case of term debtany Restricted Payment, or first committedshall be deemed to be the date of the declaration thereof and, in the case of revolving credit debtthe incurrence of Indebtedness, shall be deemed to be on the date first committed); provided that if such any Indebtedness is incurred (and, if applicable, associated Lien granted) to extend, replace, refund, refinance, renew refinance or defease replace other Indebtedness denominated in a foreign currencycurrency other than Dollars, and such extension, replacement, refunding, refinancing, renewal the relevant refinancing or defeasance replacement 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, refinancing or 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 or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness being extended, refinanced or replaced, refunded, refinanced, renewed or defeased, plus the aggregate except by an amount of fees, underwriting discounts, equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and other costs customary fees and expenses (including OIDupfront fees and original issue discount) incurred in connection with such refinancingrefinancing or replacement, Except with respect (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to any ratio calculated be incurred under any BasketSection 6.01 and (ii) for the avoidance of doubt, any subsequent no Default or Event of Default shall be deemed to have occurred solely as a result of a change in rates the rate of currency exchange with respect occurring after the time of any Specified Transaction so long as such Specified Transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i). (b) Each provision of this Agreement shall be subject to any prior utilization or other measurement such reasonable changes of a Basket previously made in reliance on such Basket (construction as the same Administrative Agent may have been reallocated from time to time specify with the Borrower’s consent to appropriately reflect a change in accordance with this Agreement) shall be disregarded for purposes currency of determining any unutilized portion under country and any relevant market convention or practice relating to such Basketchange in currency.

Currency Generally. (a) For purposes of determining compliance with any Basket determination under Article VI5, VIIArticle 6 or Article 7 with respect to the amount of any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Sale and Lease-Back Transaction, affiliate transaction or other transaction, event or circumstance, or VIII any determination under any other provision of this Agreement, (any of the foregoing, a “specified transaction”), in a currency other than Dollars, 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 (i) the time such Indebtedness or Investment is incurred (so long as such Indebtedness or Investment, at the time incurred, made or acquired, was permitted hereunder). For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-Dollar equivalent principal amount of Indebtedness denominated a specified transaction in a foreign currency other than Dollars shall be calculated based on the relevant currency rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such Indebtedness was incurredspecified transaction (which, in the case of term debtany Restricted Payment, or first committedshall be deemed to be the date of the declaration thereof and, in the case of revolving credit debtthe incurrence of Indebtedness, shall be deemed to be on the date first committed); provided that if such any Indebtedness is incurred (and, if applicable, associated Lien granted) to extend, replace, refund, refinance, renew refinance or defease replace other Indebtedness denominated in a foreign currencycurrency other than Dollars, and such extension, replacement, refunding, refinancing, renewal the relevant refinancing or defeasance replacement 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, refinancing or 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 or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness being extended, refinanced or replaced, refunded, refinanced, renewed or defeased, plus the aggregate except by an amount of fees, underwriting discounts, equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and other costs customary fees and expenses (including OIDupfront fees and original issue discount) incurred in connection with such refinancingrefinancing or replacement, Except (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the rate of currency exchange occurring after the time of any specified transaction so long as such specified transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i). For purposes of the calculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period and will, with respect to any ratio calculated under Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Basket, any subsequent change Hedge Agreement permitted hereunder in rates respect of currency exchange risks with respect to any prior utilization or other measurement the applicable currency in effect on the date of a Basket previously made in reliance on determination for the Dollar equivalent amount of such Basket Indebtedness. (b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the same Administrative Agent may have been reallocated from time to time specify with the Borrower’s consent to appropriately reflect a change in accordance with this Agreement) shall be disregarded for purposes currency of determining any unutilized portion under country and any relevant market convention or practice relating to such Basketchange in currency.

Currency Generally. For (a) Subject to clause (b) of this Section 1.08, for purposes of determining any determination hereunder (other than the calculation of compliance with any Basket under Article VIfinancial ratio) with respect to any Specified Transaction, VII, any other transaction or VIII utilization or other measurement or calculation of any transaction or action in a currency other than Dollars, 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 (i) the time such Indebtedness or Investment is incurred (so long as such Indebtedness or Investment, at the time incurred, made or acquired, was permitted hereunder). For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-Dollar equivalent principal amount of Indebtedness denominated in a foreign currency such Specified Transaction, any other transaction or utilization or other measurement or calculation of any transaction or action shall be calculated based on a currency exchange rate determined by the relevant Borrower in good faith in effect on the date of such applicable transaction, utilization, measurement or calculation (or such other date as the Borrower determines in good faith is the appropriate calculation date, including, at the election of the Borrower, the applicable LCT Test Date for a Limited Condition Transaction); provided, that in the case of the incurrence of Indebtedness under any revolving credit or delayed draw facility, the Borrower may instead elect to use the currency exchange rate in effect on the date such Indebtedness indebtedness was incurred, in the case of term debt, first committed or first committedincurred (whichever yields the lower Dollar equivalent); provided, in the case of revolving credit debt; provided further, that if such any Indebtedness is incurred (and, if applicable, associated Lien granted) to extend, replace, refund, refinance, renew refinance or defease replace other Indebtedness denominated in a foreign currencycurrency other than Dollars, and such extension, replacement, refunding, refinancing, renewal the relevant refinancing or defeasance replacement 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, refinancing or 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 or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness being extended, refinanced or replaced, refunded, refinanced, renewed or defeased, plus the aggregate except by an amount of fees, underwriting discounts, equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and other costs customary fees and expenses (including OIDupfront fees and original issue discount) incurred in connection with such refinancingrefinancing or replacement, Except with respect (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to any ratio calculated be incurred under any BasketSection 6.01 and (ii) for the avoidance of doubt, any subsequent no Default or Event of Default shall be deemed to have occurred solely as a result of a change in rates the rate of currency exchange with respect occurring after the time of any Specified Transaction so long as such Specified Transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i). (b) Each provision of this Agreement shall be subject to any prior utilization or other measurement such reasonable changes of a Basket previously made in reliance on such Basket (construction as the same Administrative Agent may have been reallocated from time to time specify with the Borrower’s consent to appropriately reflect a change in accordance with this Agreement) shall be disregarded for purposes currency of determining any unutilized portion under country and any relevant market convention or practice relating to such Basketchange in currency.

Currency Generally. (a) For purposes of determining any determination under Article 5, Article 6 (other than Section 6.15(a) and the calculation of compliance with any Basket under financial ratio for purposes of taking any action hereunder) or Article VI7 with respect to the amount of any Indebtedness, VIILien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, affiliate transaction or other transaction, event or circumstance, or VIII any determination under any other provision of this Agreement, (any of the foregoing, a “specified transaction”), in a currency other than U.S. Dollars, 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 (i) the time such Indebtedness or Investment is incurred (so long as such Indebtedness or Investment, at the time incurred, made or acquired, was permitted hereunder). For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-U.S. Dollar equivalent principal amount of Indebtedness denominated a specified transaction in a foreign currency other than U.S. Dollars shall be calculated based on the relevant currency rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Lead Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such Indebtedness was incurredspecified transaction (which, in the case of term debtany Restricted Payment, or first committedshall be deemed to be the date of the declaration thereof and, in the case of revolving credit debt; the incurrence of Indebtedness, shall be deemed to be on the date first committed); provided that if such any Indebtedness is incurred (and, if applicable, associated Lien granted) to extend, replace, refund, refinance, renew refinance or defease replace other Indebtedness denominated in a foreign currencycurrency other than U.S. Dollars, and such extension, replacement, refunding, refinancing, renewal the relevant refinancing or defeasance replacement would cause the applicable U.S. Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, refinancing or replacement, refunding, refinancing, renewal or defeasance, such U.S. Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness being extended, refinanced or replaced, refunded, refinanced, renewed or defeased, plus the aggregate except by an amount of fees, underwriting discounts, equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and other costs customary fees and expenses (including OIDupfront fees and original issue discount) incurred in connection with such refinancingrefinancing or replacement, Except (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the rate of currency exchange occurring after the time of any specified transaction so long as such specified transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i). For purposes of Section 6.15(a) and the calculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than U.S. Dollars shall be translated into U.S. Dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period and will, with respect to any ratio calculated under Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Basket, any subsequent change Hedge Agreement permitted hereunder in rates respect of currency exchange risks with respect to any prior utilization or other measurement the applicable currency in effect on the date of a Basket previously made in reliance on determination for the U.S. Dollar equivalent amount of such Basket Indebtedness. (b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the same Administrative Agent may have been reallocated from time to time specify with the Lead Borrower’s consent to appropriately reflect a change in accordance with this Agreement) shall be disregarded for purposes currency of determining any unutilized portion under country and any relevant market convention or practice relating to such Basketchange in currency.

Currency Generally. (a) For purposes of determining any determination under Article 5, Article 6 (other than Section 6.15 and the calculation of compliance with any Basket under financial ratio for purposes of taking any action hereunder) or Article VI7 with respect to the amount of any Indebtedness, VIILien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Sale and Lease-Back Transaction, affiliate transaction or other transaction, event or circumstance, or VIII any determination under any other provision of this Agreement (other than in connection with any Revolving Loans or Letters of Credit denominated in any Alternative Currency) (any of the foregoing, a “Specified Transaction”), in a currency other than Dollars, 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 (i) the time such Indebtedness or Investment is incurred (so long as such Indebtedness or Investment, at the time incurred, made or acquired, was permitted hereunder). For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-Dollar equivalent principal amount of Indebtedness denominated a Specified Transaction in a foreign currency other than Dollars shall be calculated based on the relevant currency rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such Indebtedness was incurredSpecified Transaction (which, in the case of term debtany Restricted Payment, or first committedshall be deemed to be the date of the declaration thereof and, in the case of revolving credit debtthe incurrence of Indebtedness, shall be deemed to be on the date first committed); provided that if such any Indebtedness is incurred (and, if applicable, associated Lien granted) to extend, replace, refund, refinance, renew refinance or defease replace other Indebtedness denominated in a foreign currencycurrency other than Dollars, and such extension, replacement, refunding, refinancing, renewal the relevant refinancing or defeasance replacement 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, refinancing or 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 or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness being extended, refinanced or replaced, refunded, refinanced, renewed or defeased, plus the aggregate except by an amount of fees, underwriting discounts, equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and other costs customary fees and expenses (including OIDupfront fees and original issue discount) incurred in connection with such refinancingrefinancing or replacement, Except (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be incurred under Section 6.01 (so long as any such additional amounts are justified under and incurred in accordance with one or more of the applicable exceptions to Section 6.01 (other than Section 6.01(p)) and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the rate of currency exchange occurring after the time of any Specified Transaction so long as such Specified Transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i). For purposes of Section 6.15 and the calculation of compliance with any financial ratio for purposes of taking any action hereunder (other than in connection with any Revolving Loans or Letters of Credit denominated in any Alternative Currency), on any relevant date of determination, amounts denominated in currencies other than Dollars shall be (other than in connection with any Revolving Loans or Letters of Credit denominated in any Alternative Currency) translated into Dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period and will, with respect to any ratio calculated under Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Basket, any subsequent change Hedge Agreement permitted hereunder in rates respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness. (b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Borrower’s consent to appropriately reflect a change in currency of any prior utilization country and any relevant market convention or other measurement practice relating to such change in currency. (c) Each obligation of a Basket previously made Borrower to make a payment denominated in reliance on the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such Basket adoption (as the same may have been reallocated in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement) Agreement in respect of that currency shall be disregarded inconsistent with any convention or practice in the London interbank market for purposes the basis of determining accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any unutilized portion under Borrowing in the currency of such Basketmember state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period. (d) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

Currency Generally. (a) For purposes of determining any determination under Article 5, Article 6 (other than Section 6.15 and the calculation of compliance with any Basket under financial ratio for purposes of taking any action hereunder) or Article VI7 with respect to the amount of any Indebtedness, VIILien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Sale and Lease-Back Transaction, affiliate transaction or other transaction, event or circumstance, or VIII any determination under any other provision of this Agreement (other than in connection with any Initial Euro Term Loans and any Revolving Loans or Letters of Credit denominated in any Alternative Currency) (any of the foregoing, a “Specified Transaction”), in a currency other than Dollars, 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 (i) the time such Indebtedness or Investment is incurred (so long as such Indebtedness or Investment, at the time incurred, made or acquired, was permitted hereunder). For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-Dollar equivalent principal amount of Indebtedness denominated a Specified Transaction in a foreign currency other than Dollars shall be calculated based on the relevant currency rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such Indebtedness was incurredSpecified Transaction (which, in the case of term debtany Restricted Payment, or first committedshall be deemed to be the date of the declaration thereof and, in the case of revolving credit debtthe incurrence of Indebtedness, shall be deemed to be on the date first committed); provided that if such any Indebtedness is incurred (and, if applicable, associated Lien granted) to extend, replace, refund, refinance, renew refinance or defease replace other Indebtedness denominated in a foreign currencycurrency other than Dollars, and such extension, replacement, refunding, refinancing, renewal the relevant refinancing or defeasance replacement 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, refinancing or 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 or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness being extended, refinanced or replaced, refunded, refinanced, renewed or defeased, plus the aggregate except by an amount of fees, underwriting discounts, equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and other costs customary fees and expenses (including OIDupfront fees and original issue discount) incurred in connection with such refinancingrefinancing or replacement, Except (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be incurred under Section 6.01 (so long as any such additional amounts are justified under and incurred in accordance with one or more of the applicable exceptions to Section 6.01 (other than Section 6.01(p)) and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the rate of currency exchange occurring after the time of any Specified Transaction so long as such Specified Transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i). For purposes of Section 6.15 and the calculation of compliance with any financial ratio for purposes of taking any action hereunder (other than in connection with any Initial Euro Term Loans and any Revolving Loans or Letters of Credit denominated in any Alternative Currency), on any relevant date of determination, amounts denominated in currencies other than Dollars shall be (other than in connection with any Initial Euro Term Loans and any Revolving Loans or Letters of Credit denominated in any Alternative Currency) translated into Dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period and will, with respect to any ratio calculated under Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Basket, any subsequent change Hedge Agreement permitted hereunder in rates respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness. (b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Borrower Representative’s consent to appropriately reflect a change in currency of any prior utilization country and any relevant market convention or other measurement practice relating to such change in currency. (c) Each obligation of a Basket previously made Borrower to make a payment denominated in reliance on the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such Basket adoption (as the same may have been reallocated in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement) Agreement in respect of that currency shall be disregarded inconsistent with any convention or practice in the London interbank market for purposes the basis of determining accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any unutilized portion under Borrowing in the currency of such Basketmember state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period. (d) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

Currency Generally. (a) For purposes of determining compliance with any Basket determination under Article VI5, VIIArticle 6 or Article 7 with respect to the amount of any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Sale and Lease-Back Transaction, affiliate transaction or other transaction, event or circumstance, or VIII any determination under any other provision of this Agreement, (any of the foregoing, a “specified transaction”), in a currency other than Dollars, 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 (i) the time such Indebtedness or Investment is incurred (so long as such Indebtedness or Investment, at the time incurred, made or acquired, was permitted hereunder). For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-Dollar equivalent principal amount of Indebtedness denominated a specified transaction in a foreign currency other than Dollars shall be calculated based on the relevant currency rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such Indebtedness was incurredspecified transaction (which, in the case of term debtany Restricted Payment, or first committedshall be deemed to be the date of the declaration thereof and, in the case of revolving credit debtthe incurrence of Indebtedness, shall be deemed to be on the date first committed); provided that if such any Indebtedness is incurred (and, if applicable, associated Lien granted) to extend, replace, refund, refinance, renew refinance or defease replace other Indebtedness denominated in a foreign currencycurrency other than Dollars, and such extension, replacement, refunding, refinancing, renewal the relevant refinancing or defeasance replacement 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, refinancing or 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 or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness being extended, refinanced or replaced, refunded, refinanced, renewed or defeased, plus the aggregate except by an amount of fees, underwriting discounts, equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and other costs customary fees and expenses (including OIDupfront fees and original issue discount) incurred in connection with such refinancingrefinancing or replacement, Except (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the rate of currency exchange occurring after the time of any specified transaction so long as such specified transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i). For purposes of the calculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period and will, with respect to any ratio calculated under Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Basket, any subsequent change Hedge Agreement permitted hereunder in rates respect of currency exchange risks with respect to any prior utilization or other measurement the applicable currency in effect on the date of a Basket previously made in reliance on determination for the Dollar equivalent amount of such Basket Indebtedness. (b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the same Administrative Agent may have been reallocated from time to time specify with the Borrower’s consent to appropriately reflect a change in accordance with this Agreement) shall be disregarded for purposes currency of determining any unutilized portion under country and any relevant market convention or practice relating to such Basketchange in currency.

Currency Generally. For (a) Subject to clause (b) of this Section 1.08, for purposes of determining any determination hereunder (other than the calculation of compliance with any Basket under Article VIfinancial ratio) with respect to any Specified Transaction, VII, any other transaction or VIII utilization or other measurement or calculation of any transaction or action in a currency other than Dollars, 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 (i) the time such Indebtedness or Investment is incurred (so long as such Indebtedness or Investment, at the time incurred, made or acquired, was permitted hereunder). For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-Dollar equivalent principal amount of Indebtedness denominated in a foreign currency such Specified Transaction, any other transaction or utilization or other measurement or calculation of any transaction or action shall be calculated based on a currency exchange rate determined by the relevant Lead Borrower in good faith in effect on the date of such applicable transaction, utilization, measurement or calculation (or such other date as the Lead Borrower determines in good faith is the appropriate calculation date, including, at the election of the Lead Borrower, the applicable LCT Test Date for a Limited Condition Transaction); provided, that in the case of the incurrence of Indebtedness under any revolving credit or delayed draw facility, the Lead Borrower may instead elect to use the currency exchange rate in effect on the date such Indebtedness indebtedness was incurred, in the case of term debt, first committed or first committed, in incurred (whichever yields the case of revolving credit debtlower Dollar equivalent); provided that if such any Indebtedness is incurred (and, if applicable, associated Lien granted) to extend, replace, refund, refinance, renew refinance or defease replace other Indebtedness denominated in a foreign currencycurrency other than Dollars, and such extension, replacement, refunding, refinancing, renewal the relevant refinancing or defeasance replacement 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, refinancing or 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 or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness being extended, refinanced or replaced, refunded, refinanced, renewed or defeased, plus the aggregate except by an amount of fees, underwriting discounts, equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and other costs customary fees and expenses (including OIDupfront fees and original issue discount) incurred in connection with such refinancingrefinancing or replacement, Except (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the rate of currency exchange occurring after the time of any Specified Transaction so long as such Specified Transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i). For purposes of the calculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period and will, with respect to any ratio calculated under Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Basket, any subsequent change Hedge Agreement permitted hereunder in rates respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar Equivalent amount of such Indebtedness. Notwithstanding the foregoing or anything to the contrary herein, to the extent that the Lead Borrower would not be in compliance with Section 6.15 if any prior utilization Indebtedness denominated in a currency other than Dollars were to be translated into Dollars on the basis of the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period, but would be in compliance with Section 6.15 if such Indebtedness that is denominated in a currency other measurement than in Dollars were instead translated into Dollars on the basis of a Basket previously made in reliance on the average relevant currency exchange rates over such Basket Test Period (as taking into account the same may have been reallocated in accordance currency effects of any Hedge Agreement permitted hereunder and entered into with this Agreement) shall be disregarded respect to the currency exchange risks relating to such Indebtedness), then, solely for purposes of determining compliance with Section 6.15, the Fixed Charge Coverage Ratio as of the last day of such Test Period shall be calculated on the basis of such average relevant currency exchange rates. (b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Lead Borrower’s consent to appropriately reflect a change in currency of any unutilized portion under country and any relevant market convention or practice relating to such Basketchange in currency.

Currency Generally. For (1) Subject to clause (b) of this Section 1.08, for purposes of determining any determination hereunder (other than the calculation of compliance with any Basket under Article VIfinancial ratio) with respect to any Specified Transaction, VII, any other transaction or VIII utilization or other measurement or calculation of any transaction or action in a currency other than Dollars, 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 (i) the time such Indebtedness or Investment is incurred (so long as such Indebtedness or Investment, at the time incurred, made or acquired, was permitted hereunder). For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-Dollar equivalent principal amount of Indebtedness denominated in a foreign currency such Specified Transaction, any other transaction or utilization or other measurement or calculation of any transaction or action shall be calculated based on a currency exchange rate determined by the relevant Borrower in good faith in effect on the date of such applicable transaction, utilization, measurement or calculation (or such other date as the Borrower determines in good faith is the appropriate calculation date, including, at the election of the Borrower, the applicable LCT Test Date for a Limited Condition Transaction); provided, that in the case of the incurrence of Indebtedness under any revolving credit or delayed draw facility, the Borrower may instead elect to use the currency exchange rate in effect on the date such Indebtedness indebtedness was incurred, in the case of term debt, first committed or first committed, in incurred (whichever yields the case of revolving credit debtlower Dollar equivalent); provided that if such any Indebtedness is incurred (and, if applicable, associated Lien granted) to extend, replace, refund, refinance, renew refinance or defease replace other Indebtedness denominated in a foreign currencycurrency other than Dollars, and such extension, replacement, refunding, refinancing, renewal the relevant refinancing or defeasance replacement 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, refinancing or 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 or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness being extended, refinanced or replaced, refunded, refinanced, renewed or defeased, plus the aggregate except by an amount of fees, underwriting discounts, equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and other costs customary fees and expenses (including OIDupfront fees and original issue discount) incurred in connection with such refinancingrefinancing or replacement, Except with respect (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to any ratio calculated be incurred under any BasketSection 6.01 and (ii) for the avoidance of doubt, any subsequent no Default or Event of Default shall be deemed to have occurred solely as a result of a change in rates the rate of currency exchange with respect to occurring after the time of any prior Specified Transaction, any other transaction or utilization or other measurement or calculation of a Basket previously made in reliance on any transaction or action. (2) Each provision of this Agreement shall be subject to such Basket (reasonable changes of construction as the same Administrative Agent may have been reallocated from time to time specify with the Borrower’s consent to appropriately reflect a change in accordance with this Agreement) shall be disregarded for purposes currency of determining any unutilized portion under country and any relevant market convention or practice relating to such Basketchange in currency.

Currency Generally. (a) For purposes of determining any determination under Article V, Article VI (other than the calculation of compliance with any Basket under financial ratio for purposes of taking any action hereunder) or Article VIVII with respect to the amount of any Specified Transaction, VII, or VIII in a currency other than Dollars, 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 (i) the time such Indebtedness or Investment is incurred (so long as such Indebtedness or Investment, at the time incurred, made or acquired, was permitted hereunder). For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-Dollar equivalent principal amount of Indebtedness denominated a Specified Transaction in a foreign currency other than Dollars shall be calculated based on the relevant currency rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent (acting at the direction of the Blackstone Representative) and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such Indebtedness was incurredSpecified Transaction (which, in the case of term debtany Restricted Payment, or first committedshall be deemed to be the date of the declaration thereof and, in the case of revolving credit debtthe incurrence of Indebtedness, shall be deemed to be on the date first committed); provided that if such any Indebtedness is incurred (and, if applicable, associated Lien granted) to extend, replace, refund, refinance, renew refinance or defease replace other Indebtedness denominated in a foreign currencycurrency other than Dollars, and such extension, replacement, refunding, refinancing, renewal the relevant refinancing or defeasance replacement 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, refinancing or 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 or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness being extended, refinanced or replaced, refunded, refinanced, renewed or defeased, plus the aggregate except by an amount of fees, underwriting discounts, equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and other costs customary fees and expenses (including OIDupfront fees and original issue discount) incurred in connection with such refinancingrefinancing or replacement, Except with respect (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to any ratio calculated be incurred under any BasketSection 6.01 and (ii) for the avoidance of doubt, any subsequent no Default or Event of Default shall be deemed to have occurred solely as a result of a change in rates the rate of currency exchange with respect occurring after the time of any Specified Transaction so long as such Specified Transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i). (b) Each provision of this Agreement shall be subject to any prior utilization or other measurement such reasonable changes of a Basket previously made in reliance on such Basket (construction as the same Administrative Agent (acting at the direction of the Blackstone Representative) may have been reallocated from time to time specify with the Borrower’s consent to appropriately reflect a change in accordance with this Agreement) shall be disregarded for purposes currency of determining any unutilized portion under country and any relevant market convention or practice relating to such Basketchange in currency.

Currency Generally. (a) For purposes of determining any determination under Article 5, Article 6 (other than Section 6.15(a) and the calculation of compliance with any Basket under financial ratio for purposes of taking any action hereunder) or Article VI7 with respect to the amount of any Indebtedness, VIILien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, affiliate transaction or other transaction, event or circumstance, or VIII any determination under any other provision of this Agreement, (any of the foregoing, a “specified transaction”), in a currency other than U.S. Dollars, 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 (i) the time such Indebtedness or Investment is incurred (so long as such Indebtedness or Investment, at the time incurred, made or acquired, was permitted hereunder). For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-U.S. Dollar equivalent principal amount of Indebtedness denominated a specified transaction in a foreign currency other than U.S. Dollars shall be calculated based on the relevant currency rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Lead Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such Indebtedness was incurredspecified transaction (which, in the case of term debtany Restricted Payment, or first committedshall be deemed to be the date of the declaration thereof and, in the case of revolving credit debtthe incurrence of Indebtedness, shall be deemed to be on the date first committed); provided that if such any Indebtedness is incurred (and, if applicable, associated Lien granted) to extend, replace, refund, refinance, renew refinance or defease replace other Indebtedness denominated in a foreign currencycurrency other than U.S. Dollars, and such extension, replacement, refunding, refinancing, renewal the relevant refinancing or defeasance replacement would cause the applicable U.S. Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, refinancing or replacement, refunding, refinancing, renewal or defeasance, such U.S. Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness being extended, refinanced or replaced, refunded, refinanced, renewed or defeased, plus the aggregate except by an amount of fees, underwriting discounts, equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and other costs customary fees and expenses (including OIDupfront fees and original issue discount) incurred in connection with such refinancingrefinancing or replacement, Except (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the rate of currency exchange occurring after the time of any specified transaction so long as such specified transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i). For purposes of Section 6.15(a) and the calculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than U.S. Dollars shall be translated into U.S. Dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period and will, with respect to any ratio calculated under Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Basket, any subsequent change Hedge Agreement permitted hereunder in rates respect of currency exchange risks with respect to any prior utilization or other measurement the applicable currency in effect on the date of a Basket previously made in reliance on determination for the U.S. Dollar equivalent amount of such Basket Indebtedness. (b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the same Administrative Agent may have been reallocated from time to time specify with the Lead Borrower’s consent to appropriately reflect a change in accordance with this Agreement) shall be disregarded for purposes currency of determining any unutilized portion under country and any relevant market convention or practice relating to such Basketchange in currency.

Currency Generally. (a) For purposes of determining compliance with any Basket determination under Article VI5, VIIArticle 6 or Article 7 with respect to the amount of any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Sale and Lease-Back Transaction, affiliate transaction or other transaction, event or circumstance, or VIII any determination under any other provision of this Agreement, (any of the foregoing, a “specified transaction”), in a currency other than Dollars, 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 (i) the time such Indebtedness or Investment is incurred (so long as such Indebtedness or Investment, at the time incurred, made or acquired, was permitted hereunder). For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-Dollar equivalent principal amount of Indebtedness denominated a specified transaction in a foreign currency other than Dollars shall be calculated based on the relevant currency rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Parent Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such Indebtedness was incurredspecified transaction (which, in the case of term debtany Restricted Payment, or first committedshall be deemed to be the date of the declaration thereof and, in the case of revolving credit debtthe incurrence of Indebtedness, shall be deemed to be on the date first committed); provided that if such any Indebtedness is incurred (and, if applicable, associated Lien granted) to extend, replace, refund, refinance, renew refinance or defease replace other Indebtedness denominated in a foreign currencycurrency other than Dollars, and such extension, replacement, refunding, refinancing, renewal the relevant refinancing or defeasance replacement 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, refinancing or 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 or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness being extended, refinanced or replaced, refunded, refinanced, renewed or defeased, plus the aggregate except by an amount of fees, underwriting discounts, equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and other costs customary fees and expenses (including OIDupfront fees and original issue discount) incurred in connection with such refinancingrefinancing or replacement, Except (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the rate of currency exchange occurring after the time of any specified transaction so long as such specified transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i). For purposes of the calculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period and will, with respect to any ratio calculated under Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Basket, any subsequent change Hedge Agreement permitted hereunder in rates respect of currency exchange risks with respect to any prior utilization or other measurement the applicable currency in effect on the date of a Basket previously made in reliance on determination for the Dollar equivalent amount of such Basket Indebtedness. (b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the same Administrative Agent may have been reallocated from time to time specify with the Parent Borrower’s consent to appropriately reflect a change in accordance with this Agreement) shall be disregarded for purposes currency of determining any unutilized portion under country and any relevant market convention or practice relating to such Basketchange in currency.

Currency Generally. (a) For purposes of determining any determination under Article 5, Article 6 (other than Section 6.14 and the calculation of compliance with any Basket under financial ratio for purposes of taking any action hereunder) or Article VI7 with respect to the amount of any Indebtedness, VIILien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Sale and Lease-Back Transaction, affiliate transaction or other transaction, event or circumstance, or VIII any determination under any other provision of this Agreement (other than in connection with any Variable Notes denominated in any Alternative Currency) (any of the foregoing, a “Specified Transaction”), in a currency other than Dollars, 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 (i) the time such Indebtedness or Investment is incurred (so long as such Indebtedness or Investment, at the time incurred, made or acquired, was permitted hereunder). For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-Dollar equivalent principal amount of Indebtedness denominated a Specified Transaction in a foreign currency other than Dollars shall be calculated based on the relevant currency rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Issuer) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such Indebtedness was incurredSpecified Transaction (which, in the case of term debtany Restricted Payment, or first committedshall be deemed to be the date of the declaration thereof and, in the case of revolving credit debtthe incurrence of Indebtedness, shall be deemed to be on the date first committed); provided that if such any Indebtedness is incurred (and, if applicable, associated Lien granted) to extend, replace, refund, refinance, renew refinance or defease replace other Indebtedness denominated in a foreign currencycurrency other than Dollars, and such extension, replacement, refunding, refinancing, renewal the relevant refinancing or defeasance replacement 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, refinancing or replacement, refunding, refinancing, renewal or defeasance, such Dollar-Dollar- denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness being extended, refinanced or replaced, refunded, refinanced, renewed or defeased, plus the aggregate except by an amount of fees, underwriting discounts, equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and other costs customary fees and expenses (including OIDupfront fees and original issue discount) incurred in connection with such refinancingrefinancing or replacement, Except (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be incurred under Section 6.01 (so long as any such additional amounts are justified under and incurred in accordance with one or more of the applicable exceptions to Section 6.01 (other than Section 6.01(p)) and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the rate of currency exchange occurring after the time of any Specified Transaction so long as such Specified Transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i). For purposes of Section 6.14 and the calculation of compliance with any financial ratio for purposes of taking any action hereunder (other than in connection with any Variable Notes denominated in any Alternative Currency), on any relevant date of determination, amounts denominated in currencies other than Dollars shall be (other than in connection with any Variable Notes denominated in any Alternative Currency) translated into Dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period and will, with respect to any ratio calculated under Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Basket, any subsequent change Hedge Agreement permitted hereunder in rates respect of currency exchange risks with respect to any prior utilization or other measurement the applicable currency in effect on the date of a Basket previously made in reliance on determination for the Dollar equivalent amount of such Basket Indebtedness. (b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the same Administrative Agent may have been reallocated from time to time specify with the Issuer’s consent to appropriately reflect a change in accordance with this Agreement) shall be disregarded for purposes currency of determining any unutilized portion under country and any relevant market convention or practice relating to such Basketchange in currency.

Currency Generally. For 8. Subject to clause (b) of this Section 1.08, for purposes of determining any determination hereunder (other than the calculation of compliance with any Basket under Article VIfinancial ratio) with respect to any Specified Transaction, VII, any other transaction or VIII utilization or other measurement or calculation of any transaction or action in a currency other than Dollars, 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 (i) the time such Indebtedness or Investment is incurred (so long as such Indebtedness or Investment, at the time incurred, made or acquired, was permitted hereunder). For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-Dollar equivalent principal amount of Indebtedness denominated in a foreign currency such Specified Transaction, any other transaction or utilization or other measurement or calculation of any transaction or action shall be calculated based on a currency exchange rate determined by the relevant Borrower in good faith in effect on the date of such applicable transaction, utilization, measurement or calculation (or such other date as the Borrower determines in good faith is the appropriate calculation date, including, at the election of the Borrower, the applicable LCT Test Date for a Limited Condition Transaction); provided, that in the case of the incurrence of Indebtedness under any revolving credit or delayed draw facility, the Borrower may instead elect to use the currency exchange rate in effect on the date such Indebtedness indebtedness was incurred, in the case of term debt, first committed or first committedincurred (whichever yields the lower Dollar equivalent); provided, in the case of revolving credit debt; provided further, that if such any Indebtedness is incurred (and, if applicable, associated Lien granted) to extend, replace, refund, refinance, renew refinance or defease replace other Indebtedness denominated in a foreign currencycurrency other than Dollars, and such extension, replacement, refunding, refinancing, renewal the relevant refinancing or defeasance replacement 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, refinancing or 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 or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness being extended, refinanced or replaced, refunded, refinanced, renewed or defeased, plus the aggregate except by an amount of fees, underwriting discounts, equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and other costs customary fees and expenses (including OIDupfront fees and original issue discount) incurred in connection with such refinancingrefinancing or replacement, Except with respect (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to any ratio calculated be incurred under any BasketSection 6.01 and (ii) for the avoidance of doubt, any subsequent no Default or Event of Default shall be deemed to have occurred solely as a result of a change in rates the rate of currency exchange with respect occurring after the time of any Specified Transaction so long as such Specified Transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i). 9. Each provision of this Agreement shall be subject to any prior utilization or other measurement such reasonable changes of a Basket previously made in reliance on such Basket (construction as the same Administrative Agent may have been reallocated from time to time specify with the Borrower’s consent to appropriately reflect a change in accordance with this Agreement) shall be disregarded for purposes currency of determining any unutilized portion under country and any relevant market convention or practice relating to such Basketchange in currency.

Currency Generally. #95106251v3 (a) For purposes of determining any determination under Article 5, Article 6 (other than Section 6.15(a) and the calculation of compliance with any Basket under financial ratio for purposes of taking any action hereunder) or Article VI7 with respect to the amount of any Indebtedness, VIILien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, affiliate transaction or other transaction, event or circumstance, or VIII any determination under any other provision of this Agreement, (any of the foregoing, a “specified transaction”), in a currency other than U.S. Dollars, 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 (i) the time such Indebtedness or Investment is incurred (so long as such Indebtedness or Investment, at the time incurred, made or acquired, was permitted hereunder). For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-U.S. Dollar equivalent principal amount of Indebtedness denominated a specified transaction in a foreign currency other than U.S. Dollars shall be calculated based on the relevant currency rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Lead Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such Indebtedness was incurredspecified transaction (which, in the case of term debtany Restricted Payment, or first committedshall be deemed to be the date of the declaration thereof and, in the case of revolving credit debtthe incurrence of Indebtedness, shall be deemed to be on the date first committed); provided that if such any Indebtedness is incurred (and, if applicable, associated Lien granted) to extend, replace, refund, refinance, renew refinance or defease replace other Indebtedness denominated in a foreign currencycurrency other than U.S. Dollars, and such extension, replacement, refunding, refinancing, renewal the relevant refinancing or defeasance replacement would cause the applicable Dollar-denominated U.S. Dollardenominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, refinancing or replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated U.S. Dollardenominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness being extended, refinanced or replaced, refunded, refinanced, renewed or defeased, plus the aggregate except by an amount of fees, underwriting discounts, equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and other costs customary fees and expenses (including OIDupfront fees and original issue discount) incurred in connection with such refinancingrefinancing or replacement, Except (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the rate of currency exchange occurring after the time of any specified transaction so long as such specified transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i). For purposes of Section 6.15(a) and the calculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than U.S. Dollars shall be translated into U.S. Dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period and will, with respect to any ratio calculated under Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Basket, any subsequent change Hedge Agreement permitted hereunder in rates respect of currency exchange risks with respect to any prior utilization or other measurement the applicable currency in effect on the date of a Basket previously made in reliance on determination for the U.S. Dollar equivalent amount of such Basket Indebtedness. (b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the same Administrative Agent may have been reallocated from time to time specify with the Lead Borrower’s consent to appropriately reflect a change in accordance with this Agreement) shall be disregarded for purposes currency of determining any unutilized portion under country and any relevant market convention or practice relating to such Basketchange in currency.

Currency Generally. (a) For purposes of determining any determination under Article 5, Article 6 (other than the calculation of compliance with any Basket under financial ratio for purposes of taking any action hereunder) or Article VI7 with respect to the amount of Specified Transaction, VII, or VIII in a currency other than Dollars, 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 (i) the time such Indebtedness or Investment is incurred (so long as such Indebtedness or Investment, at the time incurred, made or acquired, was permitted hereunder). For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-Dollar equivalent principal amount of Indebtedness denominated a Specified Transaction in a foreign currency other than Dollars shall be calculated based on the relevant currency rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign currency, as in effect at 12:00 p.m. (London time) on the date of such Indebtedness was incurredSpecified Transaction (which, in the case of term debtany Restricted Payment, or first committedshall be deemed to be the date of the declaration thereof and, in the case of revolving credit debtthe incurrence of Indebtedness, shall be deemed to be on the date first committed); provided that if such any Indebtedness is incurred (and, if applicable, associated Lien granted) to extend, replace, refund, refinance, renew refinance or defease replace other Indebtedness denominated in a foreign currencycurrency other than Dollars, and such extension, replacement, refunding, refinancing, renewal the relevant refinancing or defeasance replacement 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, refinancing or 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 or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness being extended, refinanced or replaced, refunded, refinanced, renewed or defeased, plus the aggregate except by an amount of fees, underwriting discounts, equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and other costs customary fees and expenses (including OIDupfront fees and original issue discount) incurred in connection with such refinancingrefinancing or replacement, Except with respect (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to any ratio calculated be incurred under any BasketSection 6.01 and (ii) for the avoidance of doubt, any subsequent no Default or Event of Default shall be deemed to have occurred solely as a result of a change in rates the rate of currency exchange with respect occurring after the time of any Specified Transaction so long as such Specified Transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i). (b) Each provision of this Agreement shall be subject to any prior utilization or other measurement such reasonable changes of a Basket previously made in reliance on such Basket (construction as the same Administrative Agent may have been reallocated from time to time specify with the Borrower’s consent to appropriately reflect a change in accordance with this Agreement) shall be disregarded for purposes currency of determining any unutilized portion under country and any relevant market convention or practice relating to such Basketchange in currency.

Currency Generally. (a) For purposes of determining any determination under Article 5, Article 6 (other than Section 6.15(a) and the calculation of compliance with any Basket under financial ratio for purposes of taking any action hereunder) or Article VI7 with respect to the amount of any Indebtedness, VIILien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, affiliate transaction or other transaction, event or circumstance, or VIII any determination under any other provision of this Agreement, (any of the foregoing, a “specified transaction”), in a currency other than U.S. Dollars, 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 (i) the time such Indebtedness or Investment is incurred (so long as such Indebtedness or Investment, at the time incurred, made or acquired, was permitted hereunder). For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-U.S. Dollar equivalent principal amount of Indebtedness denominated a specified transaction in a foreign currency other than U.S. Dollars shall be calculated based on the relevant currency rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Lead Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such Indebtedness was incurredspecified transaction (which, in the case of term debtany Restricted Payment, or first committedshall be deemed to be the date of the declaration thereof and, in the case of revolving credit debt; the incurrence of Indebtedness, shall be deemed to be on the date first committed); provided that if such any Indebtedness is incurred (and, if applicable, associated Lien granted) to extend, replace, refund, refinance, renew refinance or defease replace other Indebtedness denominated in a foreign currencycurrency other than U.S. Dollars, and such extension, replacement, refunding, refinancing, renewal the relevant refinancing or defeasance replacement would cause the applicable Dollar-denominated U.S. Dollar­denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, refinancing or replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated U.S. Dollar­denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness being extended, refinanced or replaced, refunded, refinanced, renewed or defeased, plus the aggregate except by an amount of fees, underwriting discounts, equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and other costs customary fees and expenses (including OIDupfront fees and original issue discount) incurred in connection with such refinancingrefinancing or replacement, Except (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the rate of currency exchange occurring after the time of any specified transaction so long as such specified transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i). For purposes of Section 6.15(a) and the calculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than U.S. Dollars shall be translated into U.S. Dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period and will, with respect to any ratio calculated under Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Basket, any subsequent change Hedge Agreement permitted hereunder in rates respect of currency exchange risks with respect to any prior utilization or other measurement the applicable currency in effect on the date of a Basket previously made in reliance on determination for the U.S. Dollar equivalent amount of such Basket Indebtedness. (b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the same Administrative Agent may have been reallocated from time to time specify with the Lead Borrower’s consent to appropriately reflect a change in accordance with this Agreement) shall be disregarded for purposes currency of determining any unutilized portion under country and any relevant market convention or practice relating to such Basketchange in currency.