Common use of Currency Valuation Clause in Contracts

Currency Valuation. (i) On each Quarterly Date and upon the receipt by the Administrative Agent of a Currency Valuation Notice (as defined below), but in any event no more than once in any rolling 30-day period, the Administrative Agent shall promptly determine the aggregate outstanding principal amount of all Sterling Loans and the aggregate outstanding principal amount of all Revolving Credit Loans (for which purpose the outstanding principal amount of any Sterling Loan shall be deemed to be the Dollar Equivalent (determined as of the Business Day on which the Administrative Agent shall have received such Currency Valuation Notice prior to 11:00 a.m. New York time (or, if received by the Administrative Agent after such time on any Business Day, as of the next succeeding Business Day) or as of such Quarterly Date) of the amount in Pounds Sterling of such Loan). Upon making such determination, the Administrative Agent shall promptly notify the Revolving Credit Lenders and the Borrower thereof. (ii) If, on the date of such determination, (A) the aggregate outstanding principal amount of all Sterling Loans exceeds 105% of the aggregate amount of the Sterling Sub-Limits as then in effect or (B) the aggregate outstanding principal amount of all Revolving Credit Loans exceeds the aggregate amount of the Revolving Credit Commitments as then in effect, the Borrower shall, if requested (through the Administrative Agent) by any Sterling Lender or Revolving Credit Lender, as the case may be, prepay the Sterling Loans or the Revolving Credit Loans in an amount such that after giving effect thereto the aggregate outstanding principal amount of the Sterling Loans does not exceed the aggregate amount of the Sterling Sub-Limits or the aggregate outstanding principal amount of the Revolving Credit Loans does not exceed the aggregate CREDIT AGREEMENT Revolving Credit Commitments, as the case may be. Any such payment pursuant to the foregoing clauses (A) and (B) shall be accompanied by any amounts payable under Sections 3.02 and 5.05 hereof. -47- Revolving Credit Commitments, as the case may be. Any such payment pursuant to the foregoing clauses (A0 and (B) shall be accompanied by any amounts payable under Sections 3.02 and 5.05 hereof.

Currency Valuation. (i) On In the event that any Borrower selects an Interest Period of more than three months’ duration for any borrowing of Loans, on each Quarterly Date and upon the receipt by the Administrative Agent of a Currency Valuation Notice Date (as defined below), but in any event no more than once in any rolling 30-day period, the Administrative Agent shall promptly determine the sum of the aggregate outstanding principal amount of all Sterling Loans and the aggregate outstanding principal amount Loans. For purposes of all Revolving Credit Loans (for which purpose this determination, the outstanding principal amount of any Sterling Loan that is denominated in any Alternative Currency shall be deemed to be the Dollar Equivalent (determined as of the Business Day on which the Administrative Agent shall have received such Currency Valuation Notice prior to 11:00 a.m. New York time (or, if received by the Administrative Agent after such time on any Business Day, as of the next succeeding Business Day) or as of such Quarterly Date) of the amount in Pounds Sterling the Alternative Currency of such Loan), determined as of such Currency Valuation Date. Upon making such determination, the Administrative Agent shall promptly notify the Revolving Credit Lenders and the each Borrower thereof. (ii) . If, on the date of such determination, (A) such sum of the aggregate outstanding principal amount of all Sterling Loans exceeds 105% of the aggregate amount of the Sterling Sub-Limits as then in effect or (B) the aggregate outstanding principal amount of all Revolving Credit Loans exceeds the aggregate amount of the Revolving Credit Commitments as then in effect, the Borrower Borrowers shall, if requested by the Majority Lenders (through the Administrative Agent) by any Sterling Lender or Revolving Credit Lender, as the case may be), prepay outstanding Loans other than Money Market Loans (ratably in accordance with the Sterling Loans or then outstanding aggregate principal amounts thereof except that the Revolving Credit Borrowers may prepay Base Rate Loans in an amount full before prepaying Eurocurrency Loans) in such amounts as shall be necessary so that after giving effect thereto the aggregate outstanding principal amount of the Sterling all Loans does not exceed the aggregate amount Commitments, any such prepayment to be made, in the case of any Eurocurrency Loan, on the last day of the Sterling Sub-Limits or then current Interest Period with respect thereto. After the aggregate outstanding principal amount date of any such prepayment, the Revolving Credit Loans does Borrowers shall not exceed the aggregate CREDIT AGREEMENT Revolving Credit Commitments, as the case may bebe required to make a prepayment under this Section 2.09(b) until any Borrower subsequently selects an Interest Period of more than three months’ duration. Any such payment pursuant to the foregoing clauses (A) and (B) shall be accompanied by accrued interest thereon as provided in Section 3.02 hereof and by any amounts payable under Sections 3.02 and 5.05 hereof. -47- Revolving Credit Commitments, as the case may be. Any such payment pursuant to the foregoing clauses (A0 and (B) shall be accompanied by any amounts payable under Sections 3.02 and Section 5.05 hereof.

Currency Valuation. (i) On In the event that any Borrower selects an Interest Period of more than three months’ duration for any borrowing of Loans, on each Quarterly Date and upon the receipt by the Administrative Agent of a Currency Valuation Notice Date (as defined below), but in any event no more than once in any rolling 30-day period, the Administrative Agent shall promptly determine the sum of the aggregate outstanding principal amount of all Sterling Loans and the aggregate outstanding principal amount Loans. For purposes of all Revolving Credit Loans (for which purpose this determination, the outstanding principal amount of any Sterling Loan that is denominated in any Alternative Currency shall be deemed to be the Dollar Equivalent (determined as of the Business Day on which the Administrative Agent shall have received such Currency Valuation Notice prior to 11:00 a.m. New York time (or, if received by the Administrative Agent after such time on any Business Day, as of the next succeeding Business Day) or as of such Quarterly Date) of the amount in Pounds Sterling the Alternative Currency of such Loan), determined as of such Currency Valuation Date. Upon making such determination, the Administrative Agent shall promptly notify the Revolving Credit Lenders and the each Borrower thereof. (ii) . If, on the date of such determination, (A) such sum of the aggregate outstanding principal amount of all Sterling Loans exceeds 105% of the aggregate amount of the Sterling Sub-Limits as then in effect or (B) the aggregate outstanding principal amount of all Revolving Credit Loans exceeds the aggregate amount of the Revolving Credit Commitments as then in effect, the Borrower Borrowers shall, if requested by the Majority Lenders (through the Administrative Agent) by any Sterling Lender or Revolving Credit Lender, as the case may be), prepay outstanding Loans (ratably in accordance with the Sterling Loans or the Revolving Credit Loans then outstanding aggregate principal amounts thereof) in an amount such amounts as shall be necessary so that after giving effect thereto the aggregate outstanding principal amount of the Sterling all Loans does not exceed the aggregate amount Commitments. After the date of any such prepayment, the Sterling Sub-Limits or the aggregate outstanding principal amount Borrowers shall not be required to make a prepayment under this Section 2.09(b) until any Borrower subsequently selects an Interest Period of the Revolving Credit Loans does not exceed the aggregate CREDIT AGREEMENT Revolving Credit Commitments, as the case may bemore than three months’s duration. Any such payment pursuant to the foregoing clauses (A) and (B) shall be accompanied by accrued interest thereon as provided in Section 3.02 hereof and by any amounts payable under Sections 3.02 and 5.05 hereof. -47- Revolving Credit Commitments, as the case may be. Any such payment pursuant to the foregoing clauses (A0 and (B) shall be accompanied by any amounts payable under Sections 3.02 and Section 5.05 hereof.

Currency Valuation. (i) On each Quarterly Date and upon Upon the receipt by the Administrative Agent of a Currency Valuation Notice (as defined below), but in any event no more than once in any rolling 30-day period) and on each Quarterly Date, the Administrative Agent shall promptly determine the aggregate outstanding principal amount of all Sterling Loans and the aggregate outstanding principal amount of all Revolving Credit Loans (Loans, for which purpose the outstanding principal amount of any Loan that is denominated in Sterling Loan shall be deemed to be the Dollar Equivalent (determined at the applicable times specified in clause (i) or (ii) below) of the amount in Sterling of such Loan. Upon making such determination, the Administrative Agent shall promptly notify the Lenders and the Borrower thereof and: (i) if, on the date of any such determination, (A) the aggregate outstanding principal amount of all Tranche II Revolving Loans and Tranche II Competitive Loans (with Dollar Equivalents being determined (x) as of the Business Day on which the Administrative Agent shall have received such Currency Valuation Notice if received prior to 11:00 a.m. New York time time, (or, y) if received by the Administrative Agent after such time on any Business Day, as of the next succeeding Business DayDay or (z) or as of such Quarterly Date, as applicable) exceeds 105% of (B) the total Tranche II Revolving Commitments, the Borrower shall, if requested by the Required Tranche II Revolving Lenders (through the Administrative Agent), prepay outstanding Tranche II Revolving Loans and Tranche II Competitive Loans (ratably in accordance with then then-outstanding aggregate principal amounts thereof), whether denominated in Dollars or Sterling (at the option of the Borrower), in an amount so that after giving effect thereto the amount referred to in subclause (A) is no more than 105% of the amount in Pounds Sterling of such Loansubclause (B). Upon making such determination, the Administrative Agent shall promptly notify the Revolving Credit Lenders and the Borrower thereof.; or (ii) Ifif, on the date of any such determination, (A) the total of the Tranche I and Tranche II Revolving Commitments on such date, together with the aggregate outstanding principal amount of all Sterling Term Loans outstanding on such date (with Dollar Equivalents being determined (x) as of the Business Day on which the Administrative Agent shall have received such Currency Valuation Notice if received prior to 11:00 a.m. New York time, (y) if received by the Administrative Agent after such time on any Business Day, as of the next succeeding Business Day or (z) as of such Quarterly Date, as applicable), exceeds 105103% of the aggregate amount of the Sterling Sub-Limits as then in effect or (B) the sum of the total Tranche I and Tranche II Revolving Commitments on such date, together with the aggregate outstanding principal amount of all Revolving Credit Term Loans exceeds the aggregate amount of the Revolving Credit Commitments as then in effectoutstanding on such date (with Dollar Equivalents being determined at 1.6575 Dollars per one Sterling), the Borrower shall, if requested by the Required Lenders (through the Administrative Agent) by any Sterling Lender or Revolving Credit Lender, as the case may be), prepay outstanding Loans of any Class (ratably in accordance with the then-outstanding aggregate principal amounts thereof), whether denominated in Dollars or Sterling Loans or (at the Revolving Credit Loans option of the Borrower), in an amount such so that after giving effect thereto the aggregate outstanding principal amount of the Sterling Loans does not exceed the aggregate amount of the Sterling Sub-Limits or the aggregate outstanding principal amount of the Revolving Credit Loans does not exceed the aggregate CREDIT AGREEMENT Revolving Credit Commitments, as the case may be. Any such payment pursuant referred to the foregoing clauses in subclause (A) and is no more than 103% of the amount in subclause (B); provided that, any such payment under clause (i) or (ii) above shall be accompanied by any amounts payable under Sections 3.02 2.13(f) and 5.05 hereof. -47- Revolving Credit Commitments, as the case may be. Any such payment pursuant to the foregoing clauses (A0 and (B) shall be accompanied by any amounts payable under Sections 3.02 and 5.05 2.16 hereof.

Currency Valuation. (ia) On each Quarterly Date and upon Upon the receipt by the Administrative Agent of a Currency Valuation Notice (as defined below), but ) and on each Quarterly Date on which any Loans are outstanding in any event no more than once in any rolling 30-day periodForeign Currency, the Administrative Agent shall promptly determine the aggregate outstanding principal amount of all Sterling Loans and the aggregate outstanding principal amount of all Revolving Credit Loans (for which purpose the outstanding principal amount of any Sterling Loan that is denominated in any Foreign Currency shall be deemed to be the Dollar Equivalent (determined as of the Business Day on which the Administrative Agent shall have received such Currency Valuation Notice prior to 11:00 a.m. (New York time time) (or, if received by the Administrative Agent after such time on any Business Day, as of the next succeeding Business Day) or as of such Quarterly Date) , as the case may be, of the amount in Pounds Sterling the Foreign Currency of such Loan). Upon making such determination, the Administrative Agent shall promptly notify the Revolving Credit Lenders Banks and the Borrower Borrowers thereof. (iib) If, on the date of such determination, (A) determination the aggregate outstanding principal amount of all Sterling Loans exceeds 105% of the aggregate an amount of the Sterling Sub-Limits as then in effect or equal to (Bi) the aggregate Total Commitment less (ii) the sum Credit Agreement of (x) an amount equal to the Face Amount of all outstanding Commercial Paper and (y) an amount equal to the principal amount of all Revolving Credit Loans exceeds the aggregate amount of the Revolving Credit Commitments Unpaid Drawings as then in effect, the relevant Borrower shall, if requested by the Required Banks (through the Administrative Agent) by any Sterling Lender or Revolving Credit Lender, as the case may be), prepay within seven days after the Sterling Loans or date of such request the Revolving Credit Loans in an amount such so that after giving effect thereto the aggregate outstanding principal amount of the Sterling Loans does not exceed the aggregate amount equal to (i) the Total Commitment less (ii) the sum of (x) an amount equal to the Sterling Sub-Limits or Face Amount of all outstanding Commercial Paper and (y) an amount equal to the aggregate outstanding principal amount of all Unpaid Drawings. (c) Any prepayment under Section 2.15 shall be applied first to Swingline Loans outstanding, second to Base Rate Loans outstanding, third to Eurocurrency Rate Loans outstanding and finally to Competitive Bid Loans outstanding (but only with the Revolving Credit Loans does not exceed consent of the aggregate CREDIT AGREEMENT Revolving Credit CommitmentsBanks holding such Competitive Bid Loans); provided that, as the case may be. Any any such payment pursuant to the foregoing clauses (A) and (B) prepayment shall be accompanied by any amounts payable under Sections 3.02 2.08 and 5.05 hereof. -47- Revolving Credit Commitments2.11. (d) For purposes of this Section 2.15, as "Currency Valuation Notice" shall mean a notice given by the case may be. Any such payment pursuant Required Banks to the foregoing clauses (A0 Administrative Agent at a time during which any Loans are outstanding in any Foreign Currency stating that such notice is a "Currency Valuation Notice" and (B) shall be accompanied by any amounts payable under Sections 3.02 and 5.05 hereofrequesting that the Administrative Agent determine the aggregate outstanding principal amount of all Loans.