Common use of Exchange Rates; Currency Equivalents Clause in Contracts

Exchange Rates; Currency Equivalents. (i) The Administrative Agent or the LC Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative Currency, such amount shall be the equivalent amount thereof in the applicable Alternative Currency, as determined by the Administrative Agent or the LC Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

Exchange Rates; Currency Equivalents. (i) The Administrative Agent or Notwithstanding anything to the LC Issuercontrary contained herein, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of any determination under Article 6 and Article 7 and the calculation of compliance with any financial statements delivered by the Borrowers ratio for purposes of taking any action hereunder or calculating financial covenants hereunder other transaction, event or except as otherwise provided hereincircumstance, or any other determination under any other provision of this Agreement not covered elsewhere in this Section 1.07 (any of the applicable amount of any foregoing, a “specified transaction”), in a currency (other than Dollars, (i) for purposes the equivalent amount in Dollars of the Loan Documents a specified transaction in a currency other than Dollars shall be such Dollar Equivalent amount as so determined calculated based on the rate of exchange quoted by a publicly available service for displaying exchange rates customarily referenced by the Administrative Agent or the LC Issuerfor such foreign currency, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office effect at approximately 11:00 a.m. (New York time) on the date two of such specified transaction (2which, (x) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicableRestricted Payment, shall endeavor be deemed to obtain be the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each date of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currencydeclaration thereof and, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (dy) in the case of the existing Letters incurrence of CreditIndebtedness or creation of Permitted Securitization Financings, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if applicable, associated Lien granted) to refinance or replace other Indebtedness denominated in a currency other than Dollars, and the relevant refinancing or 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 refinancing or replacement, such additional dates 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 refinanced or replaced, except by an amount equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such refinancing or replacement, (y) any existing LC Issuer shall determine, commitments unutilized thereunder and (ez) such additional dates as the Administrative Agent or the LC Issuer shall determine. amounts permitted to be incurred under Section 7.02 and (ii) Wherever in this Agreement an amount is expressed in Dollarsfor the avoidance of doubt, but a calculation may require an Alternative Currency, such amount no Default or Event of Default shall be the equivalent amount thereof deemed to have occurred solely as a result of a change in the applicable Alternative Currencyrate 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 determined by the Administrative Agent or the LC Issuer, as the case may be, at such time on the basis set forth in clause (i) of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollarsthis Section.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC Issuerapplicable Issuing Bank, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Events and Revolving Credit Exposure (or components thereof) denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollarsdollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuerapplicable Issuing Bank, as applicable, to in accordance with the first sentence of this clause (a). The Lead Borrower and the Lenders will be promptly informed of the rate quoted by results of such calculations. Notwithstanding the Person acting in such capacity as foregoing, for purposes of this Agreement and the spot rate other Loan Documents, where the permissibility of a transaction or determinations of required actions or circumstances (excluding for the purchase avoidance of doubt in connection with Credit Events or Revolving Credit Exposure or components thereof or the matters referred to in paragraph (b) below) depend upon compliance with, or are determined by reference to, amounts stated in dollars, such Person amounts shall be deemed to refer to dollars or Dollar Equivalents and any requisite currency translation shall be based on the Spot Rate in effect on the Business Day immediately preceding the date of such currency with another currency through its principal foreign transaction or determination and the permissibility of actions taken under Article VI shall not be affected by subsequent fluctuations in exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is maderates; provided that if Indebtedness is incurred to refinance other Indebtedness, and such refinancing would cause the Administrative Agent or applicable dollar denominated limitation to be exceeded if calculated at the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by Spot Rate in effect on the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of Business Day immediately preceding the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Creditrefinancing, such additional dates dollar denominated restriction shall be deemed not to have been exceeded so long as the existing LC Issuer shall determine, and (e) principal amount of such additional dates refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced except as the Administrative Agent or the LC Issuer shall determinepermitted hereunder. (iib) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollarsdollars, but a calculation may require such Borrowing, Eurocurrency Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC Issuerapplicable Issuing Bank, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC Issuerapplicable Issuing Bank, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Revolving Exposure and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Borrower hereunder or calculating financial covenants ratios hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC Issuersuch Issuing Bank, as applicable. For ; provided that for purposes hereofof determining compliance with any Dollar-denominated restriction on (x) the incurrence of Indebtedness, the term "Spot Rates" means, for Dollar-equivalent principal amount of Indebtedness denominated in a currency, currency other than Dollars shall be calculated based on the relevant currency exchange rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. effect on the date two (2) Business Days prior to the date as of which the foreign exchange computation such Indebtedness is made; provided that the Administrative Agent or the LC Issuerincurred, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent term debt, or the LC Issuerfirst committed, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of revolving credit date; provided that, if indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a currency other than Dollars, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the existing Letters applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of Creditsuch extension, replacement, refunding, refinancing, renewal or defeasance, such additional dates Dollar-denominated restriction shall be deemed not to have been exceeded so long as the existing LC Issuer shall determineprincipal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased; and (ey) the making of any investment, the Dollar-equivalent amount of any investment denominated in a currency other than Dollars shall be calculated based on the relevant currency exchange rate in effect on the date such additional dates as the Administrative Agent or the LC Issuer shall determineinvestment was made. (iib) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Borrowing, Eurocurrency Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC Issuerapplicable Issuing Bank, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC applicable L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants covenants, default thresholds or financial ratio tests hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC applicable L/C Issuer, as applicable. For purposes hereofIf any basket in Article VIII is exceeded solely as a result of fluctuations in the applicable Dollar Equivalent amount after the last time such basket was utilized, such basket will not be deemed to have been exceeded solely as a result of such fluctuations in the term "Spot Rates" meansapplicable Dollar Equivalent amount. In addition, for if any Indebtedness is incurred to refinance other Indebtedness denominated in a currencycurrency other than Dollars, and such refinancing would cause the rate determined by the Administrative Agent or the LC Issuer, as applicable, applicable dollar-denominated restriction in Article VIII to be exceeded if calculated at the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. applicable Dollar Equivalent amount on the date two of such refinancing, such dollar-denominated restrictions shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the sum of (2i) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent outstanding or the LC Issuercommitted principal amount, as applicableapplicable of such Indebtedness being refinanced plus (ii) the aggregate amount of fees, may obtain underwriting discounts, premiums and other costs and expenses incurred in connection with such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determinerefinancing. (iib) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC applicable L/C Issuer, as the case may be. (c) The Administrative Agent does not warrant, at such time on nor accept responsibility, nor shall the basis Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of the Spot Rate (determined in “Eurocurrency Rate” or with respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollarsto any comparable or successor rate thereto.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC IssuerIssuing Bank, as applicable, shall determine the Spot Rates as of each Revaluation Date (and shall give the Borrower prompt written notice thereof) to be used for calculating Dollar Equivalent amounts of any outstanding Loans Loans, Letters of Credit, LC Exposure or Revolving Credit Exposure denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC IssuerIssuing Bank, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a Revolving Borrowing, conversion, continuation or prepayment of a Eurocurrency Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Revolving Borrowing, Eurocurrency Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC IssuerIssuing Bank, as the case may be. (c) Notwithstanding the foregoing, for purposes of determining compliance with Article 7 with respect to any amount of Indebtedness, Disposition, Investment or other 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 the time such Indebtedness is incurred, such Disposition or Investment is or such other transaction occurred (so long as such Indebtedness, Disposition, Investment or other transaction, at such the time incurred, made or acquired, was permitted hereunder). For purposes of determining compliance with any Dollar-denominated restriction on the basis incurrence of Indebtedness, the Spot Rate (determined Dollar-equivalent principal amount of Indebtedness denominated in respect 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 most recent Revaluation Date) for 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 purchase applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Alternative Currency with Dollarsextension, 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 Indebtedness does not exceed the principal amount of such other Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount of fees, underwriting discounts, premiums (including tender premiums) and other reasonable costs and expenses (including original issue discount) incurred in connection therewith.

Exchange Rates; Currency Equivalents. (i) The Administrative Agent or the LC L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any Credit Extensions and amounts outstanding Loans hereunder denominated in Alternative Foreign Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating any incurrence or financial covenants covenant hereunder (including baskets related thereto) or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Credit Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC L/C Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement in connection with a borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but such borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in a calculation may require an Alternative Foreign Currency, such amount shall be the equivalent relevant Foreign Currency Equivalent of such Dollar amount thereof in (rounded to the applicable Alternative nearest unit of such Foreign Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC relevant L/C Issuer, as the case may be. (iii) Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.03, 7.05 and 7.06 and the definition of “Permitted Investments” with respect to any amount of Indebtedness, Investment, Restricted Payment, Lien or Disposition in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of currency exchange occurring after the time such Indebtedness, Investment, Restricted Payment, Lien or Disposition is incurred or made; provided, that, for the avoidance of doubt, the foregoing provisions of this Section 1.09(a) shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness, Investment, Restricted Payment, Lien or Disposition may be incurred or made at any time under such time Sections. (iv) For purposes of calculating the Total Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Senior Secured First Lien Net Leverage Ratio, the Dollar equivalent of any Indebtedness denominated in a currency other than Dollars will be converted into Dollars based on the basis relevant currency exchange rate in effect on the date such Indebtedness was incurred (after giving effect to the currency translation effects, determined in accordance with GAAP, of Hedging Agreements permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Spot Rate (determined applicable amount of such Indebtedness); provided, however, that the Dollar-equivalent principal amount of all Term Loans and Revolving Credit Loans denominated in respect of the most recent Revaluation Date) a Foreign Currency, including for the purchase avoidance of doubt, any such Alternative Term Loans incurred prior to the Fourth Restatement Effective Date and any Revolving Credit Loans incurred under Revolving Credit Commitments provided prior to the Fourth Restatement Effective Date, shall be calculated based on the relevant currency exchange rate in effect on the Fourth Restatement Effective Date. (v) For the avoidance of doubt, in the case of a Loan denominated in a Foreign Currency, all interest shall accrue and be payable thereon based on the actual amount outstanding in such Foreign Currency with Dollars(without any translation into the Dollar Equivalent thereof).

Exchange Rates; Currency Equivalents. (i) The Administrative Agent or the LC L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any Credit Extensions and amounts outstanding Loans hereunder denominated in Alternative Foreign Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating any incurrence or financial covenants covenant hereunder (including baskets related thereto) or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Credit Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC L/C Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement in connection with a borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but such borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in a calculation may require an Alternative Foreign Currency, such amount shall be the equivalent relevant Foreign Currency Equivalent of such Dollar amount thereof in (rounded to the applicable Alternative nearest unit of such Foreign Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC relevant L/C Issuer, as the case may be. (iii) Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.03, 7.05 and 7.06 and the definition of “Permitted Investments” with respect to any amount of Indebtedness, Investment, Restricted Payment, Lien or Disposition in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of currency exchange occurring after the time such Indebtedness, Investment, Restricted Payment, Lien or Disposition is incurred or made; provided, that, for the avoidance of doubt, the foregoing provisions of this Section 1.09(a) shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness, Investment, Restricted Payment, Lien or Disposition may be incurred or made at any time under such time Sections. (iv) For purposes of calculating the Total Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Senior Secured First Lien Net Leverage Ratio, the Dollar equivalent of any Indebtedness denominated in a currency other than Dollars will be converted into Dollars based on the basis relevant currency exchange rate in effect on the date such Indebtedness was incurred (after giving effect to the currency translation effects, determined in accordance with GAAP, of Hedging Agreements permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase applicable amount of such Alternative Indebtedness). (v) For the avoidance of doubt, in the case of a Loan denominated in a Foreign Currency, all interest shall accrue and be payable thereon based on the actual amount outstanding in such Foreign Currency with Dollars(without any translation into the Dollar Equivalent thereof).

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent At any time, any reference in the definition of the term “Alternative Currency” or in any other provision of this Agreement to the LC Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts currency of any outstanding Loans denominated in Alternative Currencies. Such Spot Rates shall become effective as particular nation means the lawful currency of such Revaluation Date and shall be nation at such time whether or not the Spot Rates employed in converting any amounts between name of such currency is the applicable currencies until same as it was on the next Revaluation Date to occurRestatement Effective Date. Except for purposes of financial statements delivered by the Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable The outstanding principal amount of any currency (other than Dollars) for purposes Loan or Letter of the Loan Documents Credit that is denominated in any Alternative Currency shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, deemed to be the rate quoted by Dollar Equivalent of the Person acting in such capacity as amount of the spot rate for the purchase by such Person Alternative Currency of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent Loan or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) . Wherever in this Agreement in connection with a Loan or Letter of Credit an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof (rounded to the nearest 1,000 units of such Alternative Currency). (b) Each obligation hereunder of any party hereto that is denominated in the national currency of a state that is not a Participating Member State on the Restatement Effective Date shall, effective from the date on which such state becomes a Participating Member State, be redenominated in euro in accordance with the legislation of the European Union applicable Alternative Currencyto the European Monetary Union; provided that, as determined if and to the extent that any such legislation provides that any such obligation of any such party payable within such Participating Member State by crediting an account of the creditor can be paid by the Administrative Agent debtor either in euros or the LC Issuersuch national currency, as the case may be, at such time on party shall be entitled to pay or repay such amount either in Euros or in such national currency. If the basis of accrual of interest or fees expressed in this Agreement with respect to an Alternative Currency of any country that becomes a Participating Member State after the Spot Rate (determined date on which such currency becomes an Alternative Currency shall be inconsistent with any convention or practice in the interbank market for the basis of accrual of interest or fees in respect of the most recent Revaluation euro, such convention or practice shall replace such expressed basis effective as of and from the date on which such state becomes a Participating Member State; provided that, with respect to any Loan denominated in such currency that is outstanding immediately prior to such date, such replacement shall take effect at the end of the Interest Period therefor. (c) Without prejudice to the respective liabilities of the Borrower to the Lenders and the Lenders to the Borrower under or pursuant to this Agreement, each provision of this Agreement shall be subject to such reasonable changes of construction as the Agent may from time to time, in consultation with the Borrower, reasonably specify to be necessary or appropriate to reflect the introduction or changeover to the euro in any country that becomes a Participating Member State after the Restatement Effective Date) for ; provided that, the purchase Agent shall provide the Borrower and the Lenders with prior notice of the proposed change with an explanation of such Alternative Currency with Dollarschange in sufficient time to permit the Borrower and the Lenders an opportunity to respond to such proposed change.

Exchange Rates; Currency Equivalents. (a) Not later than 1:00 p.m., New York City time, on each Calculation Date, the Administrative Agent shall (x) determine the Exchange Rate as of such Calculation Date with respect to the applicable Permitted Foreign Currency and (y) give notice thereof to the applicable Issuing Lender and the Borrower. The Exchange Rates so determined shall become effective (i) The Administrative Agent or in the LC Issuercase of the initial Calculation Date, as applicableon the Funding Date and (ii) in the case of each subsequent Calculation Date, on the first Business Day immediately following such Calculation Date (a “Reset Date”), shall determine remain effective until the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation next succeeding Reset Date and shall for all purposes of this Agreement (other than any provision expressly requiring the use of a current exchange rate) be the Spot Exchange Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except dollars and any Permitted Foreign Currency. (b) Solely for purposes of financial statements delivered by Article II and related definitional provisions to the Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided hereinextent used therein, the applicable amount of any currency (other than Dollarsdollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or and notified to the LC Issuerapplicable Issuing Lender and the Borrower in accordance with Section 1.06(a). If any basket is exceeded solely as a result of fluctuations in the applicable Exchange Rate after the last time such basket was utilized, such basket will not be deemed to have been exceeded solely as applicablea result of such fluctuations in the applicable Exchange Rate. For purposes hereof, the term "Spot Rates" means, for Amounts denominated in a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, Permitted Foreign Currency will be converted to be the rate quoted by the Person acting in such capacity as the spot rate dollars for the purchase by such Person purposes of such currency with another currency through its principal foreign exchange trading office (A) testing the financial maintenance covenants under Sections 6.12 and 6.13, at approximately 11:00 a.m. on the date two (2) Business Days prior to the date Exchange Rate as of the last day of the fiscal quarter for which such measurement is being made, and (B) calculating the foreign exchange computation is made; provided that Consolidated Cash Interest Expense and the Administrative Agent or Total Leverage Ratio (other than for purposes of determining compliance with Sections 6.12 and 6.13), at the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have Exchange Rate as of the date of determination a spot buying rate for any such currency; calculation, and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made will, in the case of Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of Hedging Agreements permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Equivalent of such Indebtedness. (c) For purposes of Section 6.01, the amount of any Letter of Credit Indebtedness denominated in an Alternative Currencyany currency other than dollars shall be calculated based on the applicable Exchange Rate, in the case of such Indebtedness incurred or committed, on the date that such Indebtedness was incurred or committed, as applicable; it being understood provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a currency other than dollars, and agreed that such refinancing would cause the Administrative Agent applicable dollar-denominated restriction to be exceeded if calculated at the applicable Exchange Rate on the date of such refinancing, such dollar-denominated restrictions shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the sum of (i) the outstanding or the LC Issuercommitted principal amount, as applicable, shall endeavor to obtain of such Indebtedness being refinanced plus (ii) the most favorable spot buying rateaggregate amount of fees, but it shall have no obligation or liability for its failure to do so; underwriting discounts, premiums and the term "Revaluation Date" means, other costs and expenses incurred in connection with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, refinancing. (d) For purposes of Sections 6.02, 6.04, 6.05 and 6.08, the amount of any Liens, investments, asset sales and Restricted Payments, as applicable, denominated in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative Currency, such amount any currency other than dollars shall be the equivalent amount thereof in calculated based on the applicable Alternative Currency, as determined by the Administrative Agent or the LC Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with DollarsExchange Rate.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC IssuerIssuing Lender, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent and/or Alternative Currency Equivalents of the amounts of any outstanding Loans Outstanding denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC IssuerIssuing Lender, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a borrowing, conversion, continuation or prepayment of a LIBOR Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such LIBOR Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC IssuerIssuing Lender, as the case may be. (c) Unless otherwise provided, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase Dollar Equivalent amounts set forth herein may be exceeded by a percentage amount equal to up to 3% of such Alternative Currency with Dollarsamount for not more than 5 Business Days; provided that such excess is solely as a result of fluctuations in applicable currency exchange rates after the last time such baskets were assessed, and, in any such cases, any applicable limits shall not be deemed to have been exceeded solely as a result of such fluctuations in currency exchange rates.

Exchange Rates; Currency Equivalents. Unless expressly provided otherwise, any amounts specified in this Agreement shall be in dollars. (ia) The Administrative Agent may set up appropriate rounding-off mechanisms or otherwise round off amounts pursuant to this Section 1.9 to the LC Issuernearest higher or lower amount in whole dollars or in part thereof to ensure amounts owing by any party hereunder or that otherwise need to be calculated or converted hereunder are expressed in whole dollars or in part thereof, as applicable, shall determine the Spot Rates as of each Revaluation Date to may be used for calculating Dollar Equivalent amounts necessary or appropriate. (b) For purposes of any outstanding Loans denominated in Alternative Currencies. Such Spot Rates shall become effective as determination under any provision of such Revaluation Date and shall be this Agreement with respect to the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any transaction, event or circumstance in a currency (other than Dollars) for purposes dollars (each, a “Foreign Currency Event”), the Dollar Equivalent of the Loan Documents a Foreign Currency Event shall be such Dollar Equivalent amount as so determined by calculated based on the Administrative Agent or the LC Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, Rate for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two of such Foreign Currency Event (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuerwhich, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicableRestricted Payment, shall endeavor be deemed to obtain be the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each date of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currencydeclaration thereof and, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters incurrence of CreditIndebtedness, shall be deemed to be on the date first committed); provided that if any Indebtedness is incurred (and, if applicable, associated Lien granted) to refinance or replace other Indebtedness denominated in a currency other than dollars, and the relevant refinancing or replacement would cause the applicable dollar-denominated restriction to be exceeded if calculated at the applicable Spot Rate in effect on the date of such refinancing or replacement, such additional dates dollar-denominated restriction shall be deemed not to have been exceeded so long as the existing LC Issuer shall determineprincipal amount of such refinancing or replacement Indebtedness (and, and (eif applicable, associated Lien granted) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement does not exceed an amount is expressed sufficient to repay the principal amount of such Indebtedness being refinanced or replaced, except by an amount equal to unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in Dollars, but a calculation may require an Alternative Currency, connection with such amount refinancing or replacement. No Default or Event of Default shall be the equivalent amount thereof deemed to have occurred solely as a result of a change in the applicable Alternative Currencyrate of currency exchange occurring after the time of any Foreign Currency Event so long as such Foreign Currency Event was permitted at the time incurred, made, acquired, committed, entered or declared as determined by set forth in the Administrative Agent or the LC Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollarsforegoing sentence.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC applicable L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative CurrenciesCurrencies (including for purposes of determining the amount of Total Revolving Outstandings). Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants the Financial Covenant hereunder or or, except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC applicable L/C Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Loan (or the incurrence of Incremental Commitments, Incremental Loans, Extended Commitments, Extended Revolving Loans, Extended Term Loans or Refinancing Loans) or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Borrowing, Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC applicable L/C Issuer, as the case may be, or at the election of the Administrative Agent, such time on other amount as is customary for lending transactions in such Alternative Currency, as reasonably determined by the basis Administrative Agent. (c) Where the permissibility of a transaction (other than Credit Extensions and as permitted above) depends upon compliance with, or is determined by reference to, amounts stated in Dollars, any amount in respect of such transaction stated in another currency shall be translated to Dollars at the Spot Rate (determined then in respect effect at the time such transaction is entered into and the permissibility of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollarsactions taken hereunder shall not be affected by subsequent fluctuations in exchange rates.

Exchange Rates; Currency Equivalents. (i) The Administrative Agent or the LC Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date applicable date required to be used for calculating Dollar Equivalent amounts of any outstanding Loans Principal Obligations denominated in Alternative Currencies. Such In the case of a Spot Rates Rate required to be calculated as of a Revaluation Date, such Spot Rate shall become effective as of such Revaluation Date and shall be the Spot Rates Rate employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers a Credit Party hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so reasonably determined by the Administrative Agent based on the Spot Rate as of the last Revaluation Datedoes not warrant or accept responsibility for, and shall not have any liability with respect to (i) the LC Issuercontinuation of, as applicable. For purposes hereofadministration of, submission of, calculation of or any other matter related to the Prime Rate, Term SOFR, Daily Simple SOFR or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the term "Spot Rates" meansPrime Rate, Term SOFR, Daily Simple SOFR or any other Benchmark prior to its discontinuance or unavailability, or (ii) the effect, implementation or composition of any Conforming Changes. Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Prime Rate, Term SOFR, Daily Simple SOFR any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Prime Rate, Term SOFR, Daily Simple SOFR or any other Benchmark, in each case pursuant to the terms of this Credit Agreement, and shall have no liability to Borrower or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for a currency, the any error or calculation of any such rate determined (or component thereof) provided by any such information source or service. The foregoing provisions shall not apply to actions taken by the Administrative Agent that constitute gross negligence, bad faith or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two willful misconduct (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative Currency, such amount shall be the equivalent amount thereof in the applicable Alternative Currency, as determined by the Administrative Agent or the LC Issuer, as the case may be, at such time on the basis a court of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollarscompetent jurisdiction by final and nonappealable judgment).

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC applicable L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC applicable L/C Issuer, as applicable. (b) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the applicable L/C Issuer, as the case may be. (c) The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate” or with respect to any rate that is an alternative or replacement for or successor to any of such rates (including, without limitation, any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes. (d) Any amount specified in this Agreement (other than in Articles II, IX and X) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount thereof in the applicable currency to be determined by the Administrative Agent at such time on the basis of the Spot Rate (as defined below) for the purchase of such currency with Dollars. For purposes hereofof this Section 1.08, the term "“Spot Rates" means, Rate” for a currency, currency means the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is madesuch determination; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate Spot Rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative Currency, such amount shall be the equivalent amount thereof in the applicable Alternative Currency, as determined by the Administrative Agent or the LC Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

Exchange Rates; Currency Equivalents. Unless expressly provided otherwise, any amounts specified in this Agreement shall be in Dollars. (ia) The Administrative Agent or the LC Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating the Dollar Equivalent amounts of any outstanding Loans and Letters of Credit denominated in an Alternative CurrenciesCurrency. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies any Alternative Currency and Dollars until the next Revaluation Date to occur. Except for purposes . (b) The Administrative Agent shall determine the Dollar Equivalent of financial statements delivered by any Foreign Currency Letter of Credit or Borrowing not denominated in Dollars in accordance with the Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided terms set forth herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined and a determination thereof by the Administrative Agent shall be presumptively correct absent manifest error. The Administrative Agent may, but shall not be obligated to, rely on any determination made by any Borrower in any document delivered to the Administrative Agent. (c) The Administrative Agent shall determine the Dollar Equivalent of any Foreign Currency Letter of Credit as of (i) a date on or about the date on which the applicable Issuing Bank receives a request from the applicable Borrower for the issuance of such Letter of Credit, (ii) each subsequent date on which such Letter of Credit shall be renewed or extended or the LC Issuerstated amount of such Foreign Currency Letter of Credit shall be increased, (iii) March 31 and September 30 in each year and (iv) during the continuance of an Event of Default, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined reasonably requested by the Administrative Agent or Agent, in each case using the LC Issuer, as applicable, to be the rate quoted by the Person acting Spot Rate in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. effect on the date two of determination, and each such amount shall be the Dollar Equivalent of such Letter of Credit until the next required calculation thereof pursuant to this Section 1.06(c). (2d) The Administrative Agent shall determine the Dollar Equivalent of any Borrowing denominated in an Alternative Currency as of (i) a date on or about the date on which the Administrative Agent receives a Borrowing Request in respect of such Borrowing using the Spot Rate in effect on the date of determination, (ii) as of the date of the commencement of each Interest Period after the initial Interest Period therefor and (iii) during the continuance of an Event of Default, as reasonably requested by the Administrative Agent, using the Spot Rate in effect (x) in the case of clauses (i) and (ii) above, on the date that is three Business Days prior to the date as of the Borrowing or on which the foreign exchange computation is made; provided that applicable Interest Period shall commence, and (y) in the case of clause (iii) above, on the date of determination, and each such amount shall be the Dollar Equivalent of such Borrowing until the next required calculation thereof pursuant to this Section 1.06(d). (e) The Administrative Agent shall notify the Parent Borrower, the Lenders and the applicable Issuing Bank of each such determination (such date, a “Revaluation Date”) and revaluation of the Dollar Equivalent of each Foreign Currency Letter of Credit and Borrowing. (f) The Administrative Agent may set up appropriate rounding-off mechanisms or otherwise round off amounts pursuant to this Section 1.06 to the LC Issuernearest higher or lower amount in whole Dollars to ensure amounts owing by any party hereunder or that otherwise need to be calculated or converted hereunder are expressed in whole Dollars, as may be necessary or appropriate. (g) Unless otherwise provided, Dollar Equivalent amounts set forth in Articles II or VIII may be exceeded by a percentage amount equal to 5% of such amount; provided, that such excess is solely as a result of fluctuations in applicable currency exchange rates after the last time such determinations were made and, in any such cases, the applicable limits set forth in Articles II or VIII, as applicable, will not be deemed to have exceeded solely as a result of such fluctuations in currency exchange rates. For the avoidance of doubt, in no event shall a prepayment be required under Section 2.11(b) if the Dollar Equivalent of the relevant amounts set forth therein does not exceed 5% of such relevant amounts solely as a result of fluctuations in currency exchange rates. (h) For purposes of any determination under Article V, Article VI (other than the calculation of compliance with any financial ratio for purposes of taking any action hereunder) or Article VIII with respect to the amount of any Indebtedness, Lien, Restricted Payment, debt prepayment, Investment, Disposition, affiliate transaction or other transaction, event or circumstance, or any determination under any other provision of this Agreement (any of the foregoing, a “subject transaction”), in a currency other than Dollars, (i) the Dollar Equivalent of a subject transaction in a currency other than Dollar shall be calculated based on the rate of exchange quoted on the applicable Reuters World Currency Page (or any successor page thereto, or in the event such rate does not appear on any Reuters Page, by reference to such other publicly available service for displaying exchange rates as may obtain such spot rate from another financial institution designated be agreed upon by the Administrative Agent or and the LC IssuerParent Borrower) for such foreign currency, as applicable, if the Person acting in such capacity does not have as of effect at 12:00 noon (London time) on the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made subject transaction (which, in the case of any Letter Restricted Payment, shall be deemed to be the date of Credit the declaration thereof and, in the case of the incurrence of Indebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if applicable, associated Lien granted) to refinance or replace other Indebtedness denominated in a currency other than Dollar, and the relevant refinancing or 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 refinancing or replacement, 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 Alternative Currency; it amount sufficient to repay the principal amount of such Indebtedness being understood refinanced or replaced, except by an amount equal to (x) unpaid accrued interest and agreed that premiums (including tender premiums) thereon plus other reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such refinancing or replacement and (y) additional amounts permitted to be incurred under Section 6.01 and (ii) for the Administrative Agent avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the LC Issuerrate of currency exchange occurring after the time of any subject transaction so long as such subject transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i). For purposes of Article VII 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 Dollars shall be translated into Dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Sections 5.01(a) or (b), as applicable, shall endeavor to obtain for the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; recently ended Test Period and the term "Revaluation Date" meanswill, with respect to any Letter of CreditIndebtedness, each of reflect the following: (a) each date of issuance of a Letter of Credit denominated currency translation effects, determined in an Alternative Currencyaccordance with GAAP, (b) each date of an amendment of any such Letter Swap Agreement permitted hereunder in respect of Credit having the effect of increasing the amount thereof (solely currency exchange risks with respect to the increased amount), (c) each applicable currency in effect on the date of any payment by determination for the LC Issuer under any Letter Dollar Equivalent amount of Credit denominated in an Alternative Currencysuch Indebtedness. Notwithstanding the foregoing sentence, (d) in the case solely for purposes of the existing Letters calculation of Creditthe amount referenced in clause (a) of the definition of the term “Total Net Leverage Ratio” for purposes of the Financial Covenant referenced in Section 7.01, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever currency exchange rate with respect to Euros in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative Currency, such amount relation to Dollars on any relevant date of determination shall be the equivalent amount thereof in arithmetic average of the applicable Alternative Currency, average monthly rate at which Euros may be exchanged into Dollars for the twelve (12) months prior to such date (as reasonably determined by the Administrative Agent or the LC Issuer, as the case may be, at such time on the basis of the Spot Rate (determined Parent Borrower in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollarsgood faith).

Exchange Rates; Currency Equivalents. (a) Not later than 10:00 a.m., Local Time, on each Determination Date, the Administrative Agent shall (x) determine the Exchange Rate as of such Determination Date with respect to Euro, which shall be conclusive absent manifest error and (y) give notice thereof to the Lenders and the Borrower. The Exchange Rates so determined shall become effective (i) The Administrative Agent or in the LC Issuercase of the initial Determination Date, as applicableon the Initial Funding Date and (ii) in the case of each subsequent Determination Date, on the first Business Day immediately following such Determination Date (a “Reset Date”), shall determine remain effective until the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation next succeeding Reset Date and shall for all purposes of this Agreement (other than any provision expressly requiring the use of a current exchange rate) be the Spot Exchange Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except Dollars and Euro. (b) Solely for purposes of financial statements delivered by Article II and related definitional provisions to the Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided hereinextent used therein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent and notified to the applicable Lender and the Borrower in accordance with paragraph (a) of this Section. (c) Notwithstanding any other provision of this Agreement, amounts denominated in a currency other than Dollars will be converted to Dollars for the purposes of (A) calculating the financial maintenance covenants under Sections 6.12 and 6.13, and (B) calculating the Consolidated Cash Interest Expense and the Leverage Ratio (other than for purposes of determining compliance with Sections 6.12 and 6.13) at the exchange rates then used by Holdings in its financial statements. (d) For purposes of Section 6.01, the amount of any Indebtedness denominated in any currency other than Dollars shall be calculated based on the applicable Exchange Rate, in the case of such Indebtedness incurred or committed, on the LC Issuerdate that such Indebtedness was incurred or committed, as applicable. For purposes hereof; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a currency other than Dollars, and such refinancing would cause the term "Spot Rates" meansapplicable Dollar-denominated restriction to be exceeded if calculated at the applicable Exchange Rate on the date of such refinancing, for a currency, such Dollar-denominated restrictions shall be deemed not to have been exceeded so long as the rate determined by principal amount of such Refinancing Indebtedness does not exceed the Administrative Agent sum of (i) the outstanding or the LC Issuercommitted principal amount, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on such refinancing. (e) For purposes of Article VI, the date two (2) Business Days prior to the date as amount of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuerany Indebtedness, Liens, investments, asset sales and Restricted Payments, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting denominated in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted currency other than Dollars shall be calculated based on the date applicable Exchange Rate. If any basket is exceeded solely as a result of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative Currency, such amount shall be the equivalent amount thereof fluctuations in the applicable Alternative CurrencyExchange Rate after the last time such basket was utilized, such basket will not be deemed to have been exceeded solely as determined by the Administrative Agent or the LC Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase a result of such Alternative Currency with Dollarsfluctuations in the applicable Exchange Rate.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC Issuerapplicable Issuing Bank, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Credit Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Credit Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC Issuerapplicable Issuing Bank, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a borrowing, conversion, continuation or prepayment of a Eurodollar Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such borrowing, Eurodollar Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC Issuerapplicable Issuing Bank, as the case may be, at such time . (c) For purposes of determining compliance with any Dollar-denominated restriction on the basis incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the Spot Rate (determined in respect effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the most recent Revaluation Date) for case of revolving credit debt; provided that if such Indebtedness is incurred to Refinance other Indebtedness denominated in a foreign currency, and such Refinancing would cause the purchase applicable Dollar-denominated restriction to be exceeded if calculated at the Spot Rate in effect on the date of such Alternative Currency with DollarsRefinancing such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Indebtedness so refinanced does not exceed the principal amount of such Indebtedness being Refinanced. Notwithstanding the foregoing, the principal amount of any Indebtedness incurred to Refinance other Indebtedness, if incurred in a different currency from the Indebtedness being Refinanced, shall be calculated based on the Spot Rate that is in effect on the date of such Refinancing.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies, and, the Administrative Agent or the L/C Issuer, as applicable, shall use reasonable efforts to notify the Borrower of the applicable Spot Rates as of such Revaluation Date (provided, however, that the failure by either the Administrative Agent or the L/C Issuer to so notify the Borrower shall not result in any liability to the Borrower under any Loan Document). Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC L/C Issuer, as applicable. For purposes hereofUpon the reasonable request of the Borrower with respect to any applicable Alternative Currency, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC L/C Issuer, as applicable, shall endeavor to obtain promptly notify the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and Borrower of the term "Revaluation Date" means, Spot Rate with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an such Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurodollar Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Borrowing, Eurodollar Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC L/C Issuer, as the case may be. (c) The Administrative Agent does not warrant, at such time on nor accept responsibility, nor shall the basis Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Base Rate” or with respect to any comparable or successor rate thereto (it being understood and agreed that the Spot Rate (determined foregoing shall not derogate from the Administrative Agent’s responsibilities in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollarsfulfilling its obligations under this Agreement).

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC applicable L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants hereunder set forth in Section 7.11 or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC applicable L/C Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC applicable L/C Issuer, as the case may be. (c) For purposes of determining compliance with any Dollar-denominated restriction in Article VII, at such time the Dollar-equivalent of amounts denominated in a foreign currency shall be calculated based on the basis relevant Spot Rate in effect on the date such amounts are incurred, committed, paid or invested. (d) The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any rate that is an alternative or replacement for, or successor to, any of such rate (including, without limitation, any LIBOR Successor Rate) or the effect of any of the Spot foregoing, or of any LIBOR Successor Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with DollarsConforming Changes.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent Agent, the L/C Issuers or the LC IssuerSwingline Lender, as applicablethe case may be, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative CurrenciesCurrencies or Subsidiary Currencies (other than Dollars). Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Xxxxxxx-Xxxxxx International hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent Agent, the applicable L/C Issuer or the LC Issuerapplicable Swingline Lender, as applicablethe case may be. For purposes hereof, Each determination of the term "Spot Rates" means, for a currency, the rate determined Dollar Equivalent by the Administrative Agent Agent, the applicable L/C Issuer or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative Currency, such amount shall be the equivalent amount thereof in the applicable Alternative Currency, as determined by the Administrative Agent or the LC IssuerSwingline Lender, as the case may be, at such time shall be conclusive and binding on the basis Applicable Borrower in absence of manifest error. (b) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or a Swingline Loan, the Spot issuance, amendment or extension of a Letter of Credit or in any covenant or Event of Default, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Eurocurrency Rate Loan, Letter of Credit or other amount, as applicable, is denominated in an Alternative Currency or a Subsidiary Currency (determined in respect other than Dollars), such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the most recent Revaluation Date) for the purchase nearest unit of such Alternative Currency or Subsidiary Currency, with Dollars0.5 of a unit being rounded upward), as determined by the Administrative Agent, the applicable L/C Issuer or the applicable Swingline Lender, as the case may be.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent Agent, the Issuing Banks or the LC IssuerSwing Line Lender, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans the Borrowing Base, Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent Agent, an Issuing Bank or the LC Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC IssuerSwing Line Lender, as applicable, to be the rate quoted by the Person acting absent manifest error. (b) Wherever in such capacity as the spot rate for the purchase by such Person this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent an Advance or the LC Issuerissuance, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent amendment or the LC Issuer, as applicable, if the Person acting in such capacity does not have as extension of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Committed Borrowing, Advance or Letter of Credit is denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever unless otherwise expressed in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative CurrencyAgreement, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC Issuerapplicable Issuing Bank, as the case may be. (c) For purposes of determining the Borrowing Base (and each component thereof), at the Borrowers shall report (i) asset values with respect to any asset included in the Borrowing Base in the currency shown in the Borrowers’ financial records or invoiced by the Borrowers, as applicable, for such time on asset, (ii) any Inventory Reserves with respect to any item of Inventory in the basis currency in which the asset value for such item of Inventory is reported pursuant to clause (i) above, and (iii) any Availability Reserve in the currency of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of underlying claims, liabilities or obligations giving rise to such Alternative Currency with DollarsAvailability Reserve.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC any Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans the Revolving Borrowing Base, the FILO Borrowing Base, Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants hereunder or and except as otherwise provided hereinset for in clause (d) and (e) below, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC any Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, . (b) Except as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, expressly set forth herein with respect to any Letter Borrowing, conversion, continuation or prepayment of Credita Loan or any issuance, each of the following: (a) each date of issuance amendment or extension of a Letter of Credit denominated in an Alternative CurrencyCanadian Dollars, (b) each date Euro or Sterling, wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of an a Loan or the issuance, amendment or extension of any such a Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, an amount, such additional dates as the existing LC Issuer shall determinea required minimum or multiple amount, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require such Borrowing, Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC applicable Issuer, as the case may be. (c) For purposes of determining the Revolving Borrowing Base and the FILO Borrowing Base (and each component thereof), at the Borrowers shall report (i) asset values with respect to any asset included in the Revolving Borrowing Base and FILO Borrowing Base in the currency shown in the Borrowers’ financial records or invoiced by the Borrowers, as applicable, for such time asset (and otherwise as reasonably requested by the Administrative Agent, the relevant currency in its Local Covered Jurisdiction), (ii) any Inventory Reserves with respect to any item of Inventory in the currency in which the asset value for such item of Inventory is reported pursuant to clause (i) above (and otherwise as reasonably requested by the Administrative Agent, the relevant currency in its Local Covered Jurisdiction) and (iii) any Availability Reserve in the currency of the underlying claims, liabilities or obligations giving rise to such Availability Reserve (and otherwise as reasonably requested by the Administrative Agent, the relevant currency in its Local Covered Jurisdiction). (d) For purposes of determining compliance with any Dollar-denominated restriction on the basis incurrence of Indebtedness, the Dollar Equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the Spot 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 (or, in the case of an LCT Election, on the date of the applicable LCT Test 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 Spot 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 Indebtedness so refinanced does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased. Notwithstanding the foregoing, the principal amount of any Indebtedness incurred to extend, replace, refund, refinance, renew or defease other Indebtedness, if incurred in a different currency from the Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, shall be calculated based on the Spot Rate that is in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance. (e) For purposes of determining the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio, the Secured Leverage Ratio, including Consolidated EBITDA when calculating such ratios, all amounts denominated in a currency other than Dollars will be converted to Dollars for any purpose (including testing the any financial covenant) at the effective rate of exchange in respect thereof reflected in the consolidated financial statements of Holdings for the applicable Test Period for which such measurement is being made, and will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the most recent Revaluation Date) for the purchase Dollar equivalent of such Alternative Currency with DollarsIndebtedness.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates Dollar Equivalent shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any Dollar Equivalent amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) Alternative Currency for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC L/C Issuer, as applicable. Wherever in Article VII of this Agreement the permissibility of a transaction depends upon compliance with, or is determined by reference to, amounts stated in Dollars, any amount stated in another currency shall be translated to Dollars at the applicable Dollar Equivalent then in effect and the permissibility of such transaction under Article VII shall not be affected by subsequent fluctuations in the applicable Dollar Equivalent. For purposes hereofof determining compliance with any restriction on the incurrence of Indebtedness, the term "Spot Rates" means, for Dollar Equivalent of the principal amount of Indebtedness denominated in a currency, foreign currency shall be calculated based on the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting Dollar Equivalent in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. effect on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuersuch Indebtedness was incurred, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent term debt, or the LC Issuerfirst committed, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) 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 existing Letters applicable restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of Creditsuch extension, replacement, refunding, refinancing, renewal or defeasance, such additional dates restriction shall be deemed not to have been exceeded so long as the existing LC Issuer principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed, or defeased. For purposes of Section 7.13, amounts denominated in currencies other than Dollars shall determine, and (e) such additional dates as be translated to Dollars at the Administrative Agent or exchange rate used in preparing the LC Issuer shall determinemost recently delivered financial statements pursuant to Section 6.01. (iib) Wherever in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of an amount Alternative Currency Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Committed Borrowing, Alternative Currency Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC applicable L/C Issuer (with notice to the Administrative Agent by such L/C Issuer), as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by applicable L/C Issuer (with notice to the Administrative Agent or the LC by such L/C Issuer), as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determinemay be. (iib) Wherever in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Committed Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded up or down to the applicable nearest unit of such Alternative Currency, with a rounding-up if there is no nearest unit), as reasonably determined by the Administrative Agent or the LC applicable L/C Issuer, as the case may be. (c) In determining at any time the outstanding amounts of Investments, at such time Indebtedness, Contingent Obligations for purposes of compliance with any clause of Sections 7.01, 7.02, 7.03 or 7.04, the currency exchange rate or rates utilized shall be the relevant exchange rate or rates on the basis of the Spot Rate (determined in respect date of the most recent Revaluation Date) for the purchase of transaction consummated or to be consummated in reliance on such Alternative Currency with Dollarsclause.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC L/C Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Committed Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC L/C Issuer, as the case may be. (c) The Administrative Agent does not warrant, at such time on nor accept responsibility, nor shall the basis Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate” or with respect to any comparable or successor rate thereto. (d) Notwithstanding anything to the Spot Rate (determined contrary set forth herein, no Default shall arise as a result of any limitation or threshold set forth in respect this Agreement being exceeded solely as a result of the most recent Revaluation Datechanges in currency exchange rates; provided that this provision shall not include any failure to make a prepayment required pursuant to Section 2.05(d) for the purchase as a result of such Alternative Currency with Dollarsany changes in currency exchange rates.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC IssuerIssuing Bank, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any (i) Letters of Credit denominated in Alternative LC Currencies and (ii) Credit Extensions and outstanding Loans amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting Issuing Bank in such capacity as the spot rate for the purchase by such Person of such currency accordance with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determinethis Section 1.09. (iib) Wherever in this Agreement in connection with the Borrowing, conversion, continuation or prepayment of a Eurodollar Loan or issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Borrowing, Eurodollar Loan or Letter of Credit is denominated in an Alternative CurrencyCurrency or Letter of Credit is denominated in an Alternative LC Currency as applicable, such amount shall be the relevant Alternative LC Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative LC Currency, with 0.5 of a unit being rounded upward), as determined by the Issuing Bank (c) Any amount specified in this Agreement or any of the other Loan Documents to be in a currency other than Dollars shall also include the equivalent of such amount in Dollars to the extent necessary to give effect to the intent, such equivalent amount thereof in the applicable Alternative Currency, as currency to be determined by the Administrative Agent or the LC Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency currency with Dollars. Unless expressly provided otherwise, all references in the Loan Documents to Loans, Letters of Credit, Obligations, Revolver Commitments, U.S. Borrowing Base components and other amounts shall be denominated in Dollars. Borrowers shall report U.S. Borrowing Base components to the Administrative Agent in the currency invoiced by the applicable Loan Parties or shown in their financial records, and unless expressly provided otherwise, herein shall deliver financial statements and calculate financial covenants in Dollars.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC applicable L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in the Alternative CurrenciesCurrency. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC applicable L/C Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require an such Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in the Alternative Currency, such amount shall be the equivalent Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of the Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC applicable L/C Issuer, as the case may be. (c) The Administrative Agent does not warrant, at nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate” or with respect to any comparable or successor rate thereto. (d) For purposes of calculating the amount of any Eligible Receivable included in the Borrowing Base which is denominated in Canadian Dollars, the Borrowers shall, in the applicable Borrowing Base Report, include the amount of such time on Eligible Receivable expressed in Canadian Dollars as well as the basis Dollar Equivalent of such amount, with the Dollar Equivalent being calculated by using the Spot Rate as determined by the Administrative Agent on the date of such Borrowing Base Report, and, in addition, the Administrative Agent shall have the right (determined but not the obligation), so long as such Eligible Receivable is included in respect the Borrowing Base, to adjust the Dollar Equivalent of such Eligible Receivable for Borrowing Base purposes based on the most recent Revaluation Date) for Spot Rate available to the purchase of such Alternative Currency with DollarsAdministrative Agent.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent Agent, the L/C Issuer or the LC IssuerSwingline Lender, as applicablethe case may be, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative CurrenciesCurrencies or Subsidiary Currencies (other than Dollars). Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Xxxxxxx-Xxxxxx International hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent Agent, the applicable L/C Issuer or the LC Issuerapplicable Swingline Lender, as applicablethe case may be. For purposes hereof, Each determination of the term "Spot Rates" means, for a currency, the rate determined Dollar Equivalent by the Administrative Agent Agent, the applicable L/C Issuer or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative Currency, such amount shall be the equivalent amount thereof in the applicable Alternative Currency, as determined by the Administrative Agent or the LC IssuerSwingline Lender, as the case may be, at such time shall be conclusive and binding on the basis Applicable Borrower in absence of manifest error. (b) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or a Swingline Loan or the Spot issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency or a Subsidiary Currency (determined in respect other than Dollars), such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the most recent Revaluation Date) for the purchase nearest unit of such Alternative Currency or Subsidiary Currency, with Dollars0.5 of a unit being rounded upward), as determined by the Administrative Agent, the applicable L/C Issuer or the applicable Swingline Lender, as the case may be.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC Issuer, as applicable, shall determine the Spot Rates Dollar Equivalent of any Borrowing denominated in a currency other than dollars as of each Revaluation Date to be used for calculating Dollar Equivalent amounts the date of any outstanding Loans denominated in Alternative Currencies. Such Spot Rates shall become effective the commencement of the initial Interest Period therefor and as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes date of the Loan Documents shall be such Dollar Equivalent amount as so determined by commencement of each subsequent Interest Period therefor, in each case using the Administrative Agent or the LC Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, Exchange Rate for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. in relation to dollars in effect on the date that is two (2) Business Days prior to the date as of on which the foreign exchange computation is made; applicable Interest Period shall commence, and each such amount shall, except as provided that in the last two sentences of this Section, be the Dollar Equivalent of such Borrowing until the next required calculation thereof pursuant to this sentence. The Administrative Agent or shall determine the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case Dollar Equivalent of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, a currency other than dollars as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having is issued, amended to increase its face amount, extended or renewed and as of the last Business Day of each subsequent calendar quarter, in each case using the Exchange Rate for such currency in relation to dollars in effect of increasing on the amount thereof (solely with respect date that is two Business Days prior to the increased amount), (c) each date of any payment by the LC Issuer under any on which such Letter of Credit denominated in an Alternative Currencyis issued, (d) in the case amended to increase its face amount, extended or renewed and as of the existing Letters last Business Day of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative Currency, such amount shall be the equivalent amount thereof in the applicable Alternative Currency, as determined by the Administrative Agent or the LC Issuersubsequent calendar quarter, as the case may be, and each such amount shall, except as provided in the last two sentences of this Section, be the Dollar Equivalent of such Letter of Credit until the next required calculation thereof pursuant to this sentence. Notwithstanding the foregoing, for purposes of any determination under Article V, Article VI (other than Sections 6.11 and 6.12 and the calculation of any financial ratio for purposes of taking any action hereunder) or Article VII or any determination under any other provision of this Agreement expressly requiring the use of a current exchange rate, all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies other than dollars shall be translated into dollars at such time currency exchange rates in effect on the basis date of such determination (such exchange rates to be obtained from the Spot Rate same quotation services or other sources as are used by the Company for purposes of preparing its annual and quarterly financial statements); provided, that if any Indebtedness is incurred (determined and, if applicable, associated Lien granted) to refinance or replace other Indebtedness denominated in respect a currency other than dollars, and the relevant refinancing or 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 refinancing or replacement, such dollar-denominated restriction shall be deemed not to have been exceeded so long as the most recent Revaluation Dateprincipal 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 refinanced or replaced, except by an amount equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such refinancing or replacement, (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be incurred under provisions of Section 6.01, other than Permitted Refinancing provisions (it being understood that such additional amounts shall be deemed to have been incurred in reliance on such other provisions) and (ii) for the purchase 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 subject transaction so long as such Alternative Currency subject transaction was permitted at the time incurred, made, acquired, committed, entered or declared. For purposes of Sections 6.11 and 6.12, amounts in currencies other than dollars shall be translated into dollars at the currency exchange rates most recently used in preparing the Company’s annual and quarterly financial statements. (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 Dollarsthe Company’s consent to appropriately reflect a change in currency of any country and any relevant market convention or practice relating to such change in currency.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC L/C Issuer, as applicable. For purposes hereofof any determination under Article VI or VII, the term "Spot Rates" meansall amounts incurred, for a currency, the rate determined by the Administrative Agent outstanding or the LC Issuer, as applicable, proposed to be incurred or outstanding, and the rate quoted by amount of each investment, asset disposition or other applicable transaction, denominated in currencies other than Dollars shall be translated into Dollars at the Person acting currency exchange rates in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. effect on the date two (2) Business Days prior to the date as of which the foreign exchange computation is madesuch determination; provided that no Default or Event of Default shall arise as a result of any limitation set forth in Dollars in this Agreement being exceeded solely as a result of changes in currency exchange rates from those rates applicable at the Administrative Agent time or times Indebtedness, Liens, Investments or any other applicable transactions were initially consummated in reliance on the LC Issuer, as applicable, may obtain exceptions under such spot rate from another financial institution designated Sections. Such currency exchange rates shall be determined in good faith by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determineCompany. (iib) Wherever in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Committed Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC Issuer, as applicable, shall determine the Spot Exchange Rates as of each Revaluation Valuation Date to be used for calculating Euro Equivalent and Dollar Equivalent amounts of any Credit Extensions and amounts outstanding Loans hereunder denominated in Alternative Other Foreign Currencies. Such Spot Exchange Rates shall become effective as of such Revaluation Valuation Date and shall be the Spot Exchange Rates employed in converting any amounts between the applicable currencies until the next Revaluation Valuation Date to occur. Except for purposes of financial statements delivered by the Borrowers hereunder or calculating financial covenants Borrower Representative hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such the Dollar Equivalent amount of such currency as so determined by the Administrative Agent or the LC Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, Agent. (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever Whenever in this Agreement in connection with a borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan, an amount amount, such as a required minimum or multiple amount, is expressed in DollarsDollars or Euro, but a calculation may require an Alternative such borrowing or Eurocurrency Rate Loan is denominated in any Other Foreign Currency, such amount shall be the equivalent relevant Foreign Currency Equivalent of such Dollar or Euro amount thereof in (rounded to the applicable Alternative nearest unit of such Other Foreign Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent Agent. (c) Notwithstanding the foregoing, for purposes of determining compliance with Sections 6.01, 6.02, 6.04, 6.06, 6.07 and 6.08, with respect to any amount of Indebtedness, Investment, Restricted Payment, Lien or Asset Disposition in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the LC Issuertime such Indebtedness, as Investment, Restricted Payment, Lien or Asset Disposition is incurred or made; provided, that for the avoidance of doubt, the foregoing provisions of this Section 1.04 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness, Investment, Restricted Payment, Lien or Asset Disposition may be incurred or made at any time under such Sections. (d) For purposes of determining compliance with the Senior Secured Leverage Ratio, the Leverage Ratio, the Fixed Charge Coverage Ratio, the Euro Equivalent of any Indebtedness denominated in any currency other than Euro will be converted into Euro based on the relevant currency exchange rate (or average exchange rates) used with respect to such currency in the financial statements with respect to which the applicable Consolidated Adjusted EBITDA is calculated. (e) For the avoidance of doubt, in the case may beof a Loan denominated in an Other Foreign Currency, at such time all interest and fees shall accrue and be payable thereon based on the basis of actual amount outstanding in such Other Foreign Currency (without any translation into the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with DollarsDollar Equivalent or Euro Equivalent thereof).

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC IssuerIssuing Lender, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans denominated in Alternative Other Currencies. Such Spot Rates Dollar Equivalent shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any Dollar Equivalent of such amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers hereunder or calculating financial covenants the Financial Covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC IssuerIssuing Lender, as applicable. For purposes hereofof financial statements delivered by Borrowers hereunder or calculating financial covenants hereunder or determining compliance with the caps, thresholds or baskets set forth in this Agreement and the other Loan Documents, the term "Spot Rates" meansapplicable amounts of any currency (other than Dollars) shall be such Dollar Equivalent amount. Notwithstanding the foregoing, for a currencypurposes of determining compliance with Section 6.1, the rate determined by the Administrative Agent or the LC IssuerSection 6.2, as applicableSection 6.4, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC IssuerSection 6.5, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; Section 6.6 and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, Section 6.9 with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment amount of any Indebtedness, Lien, Investment, Disposition, Restricted Payment or prepayment of Subordinated Debt in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time of such Letter Indebtedness, Lien, Investment, Disposition, Restricted Payment or prepayment of Credit having Subordinated Debt; provided that, for the effect avoidance of increasing doubt, the amount thereof (solely foregoing provisions of this Section 1.8 shall otherwise apply to such Sections, including with respect to the increased amount)determining whether any Indebtedness, (c) each date of Lien, Investment, Disposition or Restricted Payment may be incurred or consummated at any payment by the LC Issuer time under such Sections and any such changes in rates or exchanges occurring after such time shall not result in an increase in capacity under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, provisions within such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determineSections. (iib) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Borrowing, Loan or Letter of Credit is denominated in an Alternative Other Currency, such amount shall be the equivalent relevant Other Currency Equivalent of such Dollar amount thereof in (rounded to the applicable Alternative nearest unit of such Other Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC IssuerIssuing Lender, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in the Alternative CurrenciesCurrency. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC L/C Issuer, as applicable. For purposes hereofThe maximum amount of Indebtedness, investments and other threshold amounts that the Borrower and the Subsidiaries may incur under Article VIII shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, investments and other threshold amounts solely as a result of fluctuations in the exchange rate of currencies. When calculating capacity for the incurrence of additional Indebtedness, investments and other threshold amounts by the Borrower and any Subsidiary, the term "Spot Rates" means, for a currency, the exchange rate determined by the Administrative Agent or the LC Issuer, as applicable, to of currencies shall be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have measured as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determinecalculation. (iib) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require an such Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in the Alternative Currency, such amount shall be the equivalent Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC IssuerIssuing Bank, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any Credit Extensions and amounts outstanding Loans hereunder denominated in Alternative Foreign Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Credit Parties hereunder or calculating incurrence or financial covenants covenant hereunder (including baskets related thereto) or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Credit Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC IssuerIssuing Bank, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but such borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in a calculation may require an Alternative Foreign Currency, such amount shall be the equivalent relevant Foreign Currency Equivalent of such Dollar amount thereof in (rounded to the applicable Alternative nearest unit of such Foreign Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC IssuerIssuing Bank, as the case may be. (c) Notwithstanding the foregoing, for purposes of determining compliance with Sections 6.1, 6.2, 6.4, 6.6 and 6.8 with respect to any amount of Indebtedness, Investment, Restricted Junior Payment, Lien or Asset Sale in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness, Investment, Restricted Junior Payment, Lien or Asset Sale is incurred or made; provided, that, for the avoidance of doubt, the foregoing provisions of this Section 1.4 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness, Investment, Restricted Junior Payment, Lien or Asset Sale may be incurred or made at any time under such time Sections. (d) For purposes of calculating the Leverage Ratio or the Senior Secured Leverage Ratio, the Dollar equivalent of any Indebtedness denominated in a currency other than Dollars will be converted into Dollars based on the basis relevant currency exchange rate in effect on the date such Indebtedness was incurred; provided, however, that the U.S. dollar-equivalent principal amount of the Spot Rate (determined all Term Loans and Revolving Loans denominated in respect of the most recent Revaluation Date) a foreign currency, including for the purchase avoidance of doubt, any such Alternative Term Loans incurred prior to the Second Restatement Effective Date and any Revolving Loans incurred under Revolving Commitments provided prior to the Second Restatement Effective Date, shall be calculated based on the relevant currency exchange rate in effect on the Second Restatement Effective Date. (e) For the avoidance of doubt, in the case of a Loan denominated in a Foreign Currency, all interest shall accrue and be payable thereon based on the actual amount outstanding in such Foreign Currency with Dollars(without any translation into the Dollar Equivalent thereof).

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies, and, the Administrative Agent or the L/C Issuer, as applicable, shall use reasonable efforts to notify the Borrower of the applicable Spot Rates as of such Revaluation Date (provided, however, that the failure by either the Administrative Agent or the L/C Issuer to so notify the Borrower shall not result in any liability to the Borrower under any Loan Document). Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC L/C Issuer, as applicable. For purposes hereofUpon the reasonable request of the Borrower with respect to any applicable Alternative Currency, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC L/C Issuer, as applicable, shall endeavor to obtain promptly notify the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and Borrower of the term "Revaluation Date" means, Spot Rate with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an such Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of an amount Alternative Currency Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Borrowing, Alternative Currency Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC L/C Issuer, as the case may be. (c) The Administrative Agent does not warrant, at such time on nor accept responsibility, nor shall the basis Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable or successor rate thereto (it being understood and agreed that the Spot Rate (determined foregoing shall not derogate from the Administrative Agent’s responsibilities in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollarsfulfilling its obligations under this Agreement).

Exchange Rates; Currency Equivalents. Unless expressly provided otherwise, any amounts specified in this Agreement shall be in Dollars. (ia) The Administrative Agent or the LC Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating the Dollar Equivalent amounts of any outstanding Loans and Letters of Credit denominated in an Alternative CurrenciesCurrency. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies any Alternative Currency and Dollars until the next Revaluation Date to occur. Except for purposes . (b) The Administrative Agent shall determine the Dollar Equivalent of financial statements delivered by any Foreign Currency Letter of Credit or Borrowing not denominated in Dollars in accordance with the Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided terms set forth herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined and a determination thereof by the Administrative Agent shall be presumptively correct absent manifest error. The Administrative Agent may, but shall not be obligated to, rely on any determination made by any Borrower in any document delivered to the Administrative Agent. (c) The Administrative Agent shall determine the Dollar Equivalent of any Foreign Currency Letter of Credit as of (i) a date on or about the date on which the applicable Issuing Bank receives a request from the applicable Borrower for the issuance of such Letter of Credit, (ii) each subsequent date on which such Letter of Credit shall be renewed or extended or the LC Issuerstated amount of such Foreign Currency Letter of Credit shall be increased, (iii) March 31 and September 30 in each year and (iv) during the continuance of an Event of Default, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined reasonably requested by the Administrative Agent or Agent, in each case using the LC Issuer, as applicable, to be the rate quoted by the Person acting Spot Rate in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. effect on the date two of determination, and each such amount shall be the Dollar Equivalent of such Letter of Credit until the next required calculation thereof pursuant to this Section 1.06(c). (2d) The Administrative Agent shall determine the Dollar Equivalent of any Borrowing denominated in an Alternative Currency as of (i) a date on or about the date on which the Administrative Agent receives a Borrowing Request in respect of such Borrowing using the Spot Rate in effect on the date of determination, (ii) as of the date of the commencement of each Interest Period after the initial Interest Period therefor and (iii) during the continuance of an Event of Default, as reasonably requested by the Administrative Agent, using the Spot Rate in effect (x) in the case of clauses (i) and (ii) above, on the date that is three Business Days prior to the date as of the Borrowing or on which the foreign exchange computation is made; provided that applicable Interest Period shall commence, and (y) in the case of clause (iii) above, on the date of determination, and each such amount shall be the Dollar Equivalent of such Borrowing until the next required calculation thereof pursuant to this Section 1.06(d). (e) The Administrative Agent shall notify the Parent Borrower, the Lenders and the applicable Issuing Bank of each such determination (such date, a “Revaluation Date”) and revaluation of the Dollar Equivalent of each Foreign Currency Letter of Credit and Borrowing. (f) The Administrative Agent may set up appropriate rounding-off mechanisms or otherwise round off amounts pursuant to this Section 1.06 to the LC Issuernearest higher or lower amount in whole Dollars to ensure amounts owing by any party hereunder or that otherwise need to be calculated or converted hereunder are expressed in whole Dollars, as may be necessary or appropriate. (g) Unless otherwise provided, Dollar Equivalent amounts set forth in Articles II or VIII may be exceeded by a percentage amount equal to 5% of such amount; provided, that such excess is solely as a result of fluctuations in applicable currency exchange rates after the last time such determinations were made and, in any such cases, the applicable limits set forth in Articles II or VIII, as applicable, will not be deemed to have exceeded solely as a result of such fluctuations in currency exchange rates. For the avoidance of doubt, in no event shall a prepayment be required under Section 2.11(b) if the Dollar Equivalent of the relevant amounts set forth therein does not exceed 5% of such relevant amounts solely as a result of fluctuations in currency exchange rates. (h) For purposes of any determination under Article V, Article VI (other than the calculation of compliance with any financial ratio for purposes of taking any action hereunder) or Article VIII with respect to the amount of any Indebtedness, Lien, Restricted Payment, debt prepayment, Investment, Disposition, affiliate transaction or other transaction, event or circumstance, or any determination under any other provision of this Agreement (any of the foregoing, a “subject transaction”), in a currency other than Dollars, (i) the Dollar Equivalent of a subject transaction in a currency other than Dollar shall be calculated based on the rate of exchange quoted on the applicable Reuters World Currency Page (or any successor page thereto, or in the event such rate does not appear on any Reuters Page, by reference to such other publicly available service for displaying exchange rates as may obtain such spot rate from another financial institution designated be agreed upon by the Administrative Agent or and the LC IssuerParent Borrower) for such foreign currency, as applicable, if the Person acting in such capacity does not have as of effect at 12:00 noon (London time) on the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made subject transaction (which, in the case of any Letter Restricted Payment, shall be deemed to be the date of Credit the declaration thereof and, in the case of the incurrence of Indebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if applicable, associated Lien granted) to refinance or replace other Indebtedness denominated in a currency other than Dollar, and the relevant refinancing or 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 refinancing or replacement, 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 Alternative Currency; it amount sufficient to repay the principal amount of such Indebtedness being understood refinanced or replaced, except by an amount equal to (x) unpaid accrued interest and agreed that premiums (including tender premiums) thereon plus other reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such refinancing or replacement and (y) additional amounts permitted to be incurred under Section 6.01 and (ii) for the Administrative Agent avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the LC Issuerrate of currency exchange occurring after the time of any subject transaction so long as such subject transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i). For purposes of Article VII 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 Dollars shall be translated into Dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Sections 5.01(a) or (b), as applicable, shall endeavor to obtain for the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; recently ended Test Period and the term "Revaluation Date" meanswill, with respect to any Letter of CreditIndebtedness, each of reflect the following: (a) each date of issuance of a Letter of Credit denominated currency translation effects, determined in an Alternative Currencyaccordance with GAAP, (b) each date of an amendment of any such Letter Swap Agreement permitted hereunder in respect of Credit having the effect of increasing the amount thereof (solely currency exchange risks with respect to the increased amount), (c) each applicable currency in effect on the date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative Currency, such amount shall be the equivalent amount thereof in the applicable Alternative Currency, as determined by the Administrative Agent or the LC Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) determination for the purchase Dollar Equivalent amount of such Alternative Currency with DollarsIndebtedness.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC IssuerIssuing Lender, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent and/or Alternative Currency Equivalents of the amounts of any outstanding Loans Outstanding denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Parent Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC IssuerIssuing Lender, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a borrowing, conversion, continuation or prepayment of a LIBOR Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such LIBOR Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC IssuerIssuing Lender, as the case may be. (c) Unless otherwise provided, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase Dollar Equivalent amounts set forth herein may be exceeded by a percentage amount equal to up to 3% of such Alternative Currency with Dollarsamount for not more than five (5) Business Days; provided that such excess is solely as a result of fluctuations in applicable currency exchange rates after the last time such baskets were assessed, and, in any such cases, any applicable limits shall not be deemed to have been exceeded solely as a result of such fluctuations in currency exchange rates.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies, and, the Administrative Agent or the L/C Issuer, as applicable, shall use reasonable efforts to notify the Borrower of the applicable Spot Rates as of such Revaluation Date (provided, however, that the failure by either the Administrative Agent or the L/C Issuer to so notify the Borrower shall not result in any liability to the Borrower under any Loan Document). Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC L/C Issuer, as applicable. For purposes hereofUpon the reasonable request of the Borrower with respect to any applicable Alternative Currency, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC L/C Issuer, as applicable, shall endeavor to obtain promptly notify the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and Borrower of the term "Revaluation Date" means, Spot Rate with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an such Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of an amount Alternative Currency Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Borrowing, Alternative Currency Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC applicable L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants the Financial Covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC applicable L/C Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of a Eurodollar Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Committed Borrowing, Eurodollar Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC that applicable L/C Issuer, as the case may be. The Administrative Agent does not warrant, at such time on nor accept responsibility, nor shall the basis Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable or successor rate thereto (provided, however, that the foregoing shall in no way limit the liability, or derogate from any obligations, of the Spot Rate (determined Administrative Agent in respect of carrying out its duties under this Agreement and the most recent Revaluation Date) for other Loan Documents, in accordance with this Agreement and the purchase of such Alternative Currency with Dollarsother Loan Documents).

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC Alternative Currency L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts Equivalents of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC Alternative Currency L/C Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iia) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or a Daily Floating Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Borrowing, Eurocurrency Rate Loan, Daily Floating Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC Alternative Currency L/C Issuer, as the case may be. (b) The Administrative Agent does not warrant, at nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate”, “Daily Floating Eurocurrency Rate”, “LIBOR Daily Floating Rate” or with respect to any rate that is an alternative or replacement for or successor to any of such time on rates (including, without limitation, any Successor Rate) or the basis effect of any of the Spot foregoing, or of any Successor Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with DollarsConforming Changes.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts Equivalents and/or Alternative Currency Equivalents of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative CurrenciesCurrencies or Dollars. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such its Dollar Equivalent amount as so determined by the Administrative Agent or the LC L/C Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or an amount Alternative Currency Daily Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Committed Borrowing, Eurocurrency Rate Loan, Alternative Currency Daily Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC L/C Issuer, as the case may be. (c) The Administrative Agent does not warrant, at nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate,” “LIBOR Daily Loan” or “Alternative Currency Daily Rate” or with respect to any rate that is an alternative or replacement for or successor to any of such time on rate (including, without limitation, any Benchmark Replacement) or the basis effect of any of the Spot Rate (determined foregoing, or of any Conforming Changes, in respect any such case, except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the most recent Revaluation Date) for the purchase of such Alternative Currency Administrative Agent acted with Dollarsgross negligence or willful misconduct.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC L/C Issuer, as applicable, shall will determine the Spot Rates as of each Revaluation Date to be used for calculating US Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. The Administrative Agent will determine the Spot Rates as of each Revaluation Date to be used for calculating US Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Discretionary Alternative Currencies. Such Spot Rates shall will become effective as of such Revaluation Date and shall will be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Company hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than US Dollars) for purposes of the Loan Documents shall will be such US Dollar Equivalent amount as so determined by the Administrative Agent or the LC L/C Issuer, as applicable. For purposes hereof. (b) Wherever in this Agreement in connection with a Committed Borrowing, the term "Spot Rates" meansconversion, for continuation or prepayment of a currency, the rate determined by the Administrative Agent Eurocurrency Rate Committed Loan or the LC Issuerissuance, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person amendment or extension of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of an amount, such as a required minimum or multiple amount, is expressed in US Dollars, but such Committed Borrowing, Eurocurrency Rate Committed Loan or Letter of Credit is denominated in an Alternative Currency, such amount will be the relevant Alternative Currency Equivalent of such US Dollar amount (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect rounded to the increased amountnearest unit of such Alternative Currency with 0.5 of a unit being rounded upward), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative Currency, such amount shall be the equivalent amount thereof in the applicable Alternative Currency, as determined by the Administrative Agent or the LC L/C Issuer, as the case may be. (c) Wherever in this Agreement in connection with a Bid Borrowing, at conversion, continuation or prepayment of a Eurocurrency Rate Bid Loan, an amount, such time on as a required minimum or multiple amount, is expressed in US Dollars, but such Bid Borrowing or Eurocurrency Rate Bid Loan is denominated in a Discretionary Alternative Currency, such amount will be the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase relevant Discretionary Alternative Currency Equivalent of such US Dollar amount (rounded to the nearest unit of such Discretionary Alternative Currency with Dollars.0.5 of a unit being rounded upward), as determined by the Administrative Agent

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC IssuerIssuing Bank, as applicable, shall determine in good faith the Spot Exchange Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts Amounts of any Credit Events and outstanding Loans and Letters of Credit denominated in Alternative Agreed Currencies. Such Spot Exchange Rates shall become effective as of such Revaluation Date and shall be the Spot Exchange Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount Amount as so determined in good faith by the Administrative Agent or the LC IssuerIssuing Bank, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Eurocurrency Loan or Letter of Credit is denominated in a calculation may require an Alternative Foreign Currency, such amount shall be the relevant Foreign Currency Equivalent of such Dollar Amount (rounded to the nearest unit of such Foreign Currency, with 0.5 of a unit being rounded upward), as determined in good faith by the Administrative Agent or the Issuing Bank, as the case may be. (c) Any amount specified in this Agreement (other than in Articles VIII and IX) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount thereof in the applicable Alternative Currency, as currency to be determined in good faith by the Administrative Agent or the LC Issuer, as the case may be, at such time on the basis of the Spot Exchange Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency currency with Dollars. (d) The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate”, “Alternative Currency Daily Rate”, “Alternative Currency Term Rate” or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate or the effect of any of the foregoing.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent Agent, the L/C Issuer or the LC IssuerSwingline Lender, as applicablethe case may be, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative CurrenciesCurrencies or Subsidiary Currencies (other than Dollars). Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Mxxxxxx-Xxxxxx International hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent Agent, the applicable L/C Issuer or the LC Issuerapplicable Swingline Lender, as applicablethe case may be. For purposes hereof, Each determination of the term "Spot Rates" means, for a currency, the rate determined Dollar Equivalent by the Administrative Agent Agent, the applicable L/C Issuer or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative Currency, such amount shall be the equivalent amount thereof in the applicable Alternative Currency, as determined by the Administrative Agent or the LC IssuerSwingline Lender, as the case may be, at such time shall be conclusive and binding on the basis Applicable Borrower in absence of manifest error. (b) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or a Swingline Loan or the Spot issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency or a Subsidiary Currency (determined in respect other than Dollars), such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the most recent Revaluation Date) for the purchase nearest unit of such Alternative Currency or Subsidiary Currency, with Dollars0.5 of a unit being rounded upward), as determined by the Administrative Agent, the applicable L/C Issuer or the applicable Swingline Lender, as the case may be.

Exchange Rates; Currency Equivalents. (i) The Administrative Agent At any time, any reference in the definition of the term “Alternative Currency” or in any other provision of this Agreement to the LC Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts currency of any outstanding Loans denominated in Alternative Currencies. Such Spot Rates shall become effective as particular nation means the lawful currency of such Revaluation Date and shall be nation at such time whether or not the Spot Rates employed in converting any amounts between name of such currency is the applicable currencies until same as it was on the next Revaluation Date to occurRestatement Effective Date. Except for purposes of financial statements delivered by the Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable The outstanding principal amount of any currency (other than Dollars) for purposes Loan or Letter of the Loan Documents Credit that is denominated in any Alternative Currency shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, deemed to be the rate quoted by Dollar Equivalent of the Person acting in such capacity as amount of the spot rate for the purchase by such Person Alternative Currency of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent Loan or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) . Wherever in this Agreement in connection with a Loan or Letter of Credit an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof (rounded to the nearest 1,000 units of such Alternative Currency). Each obligation hereunder of any party hereto that is denominated in the national currency of a state that is not a Participating Member State on the Restatement Effective Date shall, effective from the date on which such state becomes a Participating Member State, be redenominated in euro in accordance with the legislation of the European Union applicable Alternative Currencyto the European Monetary Union; provided that, as determined if and to the extent that any such legislation provides that any such obligation of any such party payable within such Participating Member State by crediting an account of the creditor can be paid by the Administrative Agent debtor either in euros or the LC Issuersuch national currency, as the case may be, at such time on party shall be entitled to pay or repay such amount either in Euros or in such national currency. If the basis of accrual of interest or fees expressed in this Agreement with respect to an Alternative Currency of any country that becomes a Participating Member State after the Spot Rate (determined date on which such currency becomes an Alternative Currency shall be inconsistent with any convention or practice in the interbank market for the basis of accrual of interest or fees in respect of the most recent Revaluation euro, such convention or practice shall replace such expressed basis effective as of and from the date on which such state becomes a Participating Member State; provided that, with respect to any Loan denominated in such currency that is outstanding immediately prior to such date, such replacement shall take effect at the end of the Interest Period therefor. Without prejudice to the respective liabilities of the Borrower to the Lenders and the Lenders to the Borrower under or pursuant to this Agreement, each provision of this Agreement shall be subject to such reasonable changes of construction as the Agent may from time to time, in consultation with the Borrower, reasonably specify to be necessary or appropriate to reflect the introduction or changeover to the euro in any country that becomes a Participating Member State after the Restatement Effective Date) for ; provided that, the purchase Agent shall provide the Borrower and the Lenders with prior notice of the proposed change with an explanation of such Alternative Currency with Dollarschange in sufficient time to permit the Borrower and the Lenders an opportunity to respond to such proposed change.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC Issuerapplicable Issuing Bank, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Credit Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Credit Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC Issuerapplicable Issuing Bank, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a borrowing, conversion, continuation or prepayment of a Eurodollar Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such borrowing, Eurodollar Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC Issuerapplicable Issuing Bank, as the case may be, at such time . (c) For purposes of determining compliance with any Dollar-denominated restriction on the basis incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the Spot Rate (determined in respect effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the most recent Revaluation Date) for case of revolving credit debt; provided that if such Indebtedness is incurred to Refinance other Indebtedness denominated in a foreign currency, and such Refinancing would cause the purchase of such Alternative Currency with Dollars.applicable Dollar-denominated restriction to be exceeded if calculated at the Spot Rate in effect -64- 105376510

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC applicable L/C Issuer, as applicable, shall reasonably determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates RatesDollar Equivalents shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any anyDollar Equivalent of such amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC applicable L/C Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the The Administrative Agent or shall promptly notify the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as Company of the date occurrence of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "each Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Ratean Alternative Currency Loan or Swing Line Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Borrowing, Eurocurrency Rate Loan, Swing Line Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward) to the nearest 1000 units), as reasonably determined by the Administrative Agent or the LC IssuerL/C Issuers, as the case may be. (c) For purposes of determining compliance under any covenant in this Agreement, at such time on any amount in any currency other than Dollars will be converted to Dollars in a manner consistent with that used in calculating Consolidated Net Income in the basis annual financial statements of the Spot Rate (determined Company and its Subsidiaries delivered pursuant to Section 7.01. Notwithstanding the foregoing, for purposes of determining compliance with Sections 8.01, 8.02 and 8.03, with respect to any amount of Indebtedness or Investment in respect any currency other than Dollars, no breach of any basket, exception or similar provision contained in such Sections shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the most recent Revaluation Date) for the purchase of time such Alternative Currency with DollarsIndebtedness or Investment is incurred.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC Issuer, as applicable, Lender shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates RatesDollar Equivalent shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any anyDollar Equivalent of such amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determineLender. (iib) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of an amount Alternative Currency Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Borrowing, Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent Lender. (c) The Lender does not warrant, nor accept responsibility, nor shall the Lender have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “SOFR”, “Alternative Currency Daily Rate”, “Alternative Currency Term Rate”any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such ratesrate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or the LC Issuer, as the case may be, at such time on the basis effect of any of the Spot Rate foregoing, or of any Conforming Changes. The Lender and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (determined in respect including any Successor Rate) (or any component of any of the most recent Revaluation Dateforegoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the Borrower. The Lender may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including any Successor Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower or any other Person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the purchase selection, determination, or calculation of any rate (or component thereof) provided by any such Alternative Currency with Dollarsinformation source or service.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined in accordance with the prior sentence by the Administrative Agent or the LC L/C Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC L/C Issuer, as the case may be. (c) The Administrative Agent does not warrant, at such time on nor accept responsibility, nor shall the basis Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such “Eurocurrency Rate”, “Alternative Currency Daily Rate”, “Alternative Currency Term Rate” or with Dollarsrespect to any comparable or successor rate thereto.

Exchange Rates; Currency Equivalents. Unless expressly provided otherwise, any amounts specified in this Agreement shall be in Dollars. (ia) The Administrative Agent or the LC Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating the Dollar Equivalent amounts of any outstanding Loans and Letters of Credit denominated in an Alternative CurrenciesCurrency. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies any Alternative Currency and Dollars until the next Revaluation Date to occur. Except for purposes . (b) The Administrative Agent shall determine the Dollar Equivalent of financial statements delivered by any Foreign Currency Letter of Credit or Borrowing not denominated in Dollars in accordance with the Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided terms set forth herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined and a determination thereof by the Administrative Agent shall be presumptively correct absent manifest error. The Administrative Agent may, but shall not be obligated to, rely on any determination made by any Borrower in any document delivered to the Administrative Agent. (c) The Administrative Agent shall determine the Dollar Equivalent of any Foreign Currency Letter of Credit as of (i) a date on or about the date on which the applicable L/C Issuer receives a request from the Borrower for the issuance of such Letter of Credit, (ii) each subsequent date on which such Letter of Credit shall be renewed or extended or the LC Issuerstated amount of such Letter of Credit shall be increased, (iii) March 31 and September 30 in each year and (iv) such additional dates as applicable. For purposes hereofthe Required RC/TLA Lenders shall require, in each case using the term "Spot Rates" meansRate in effect on the date of determination, for and each such amount shall be the Dollar Equivalent of such Letter of Credit until the next required calculation thereof pursuant to this Section 1.4(c). (d) The Administrative Agent shall determine the Dollar Equivalent of any Borrowing not denominated in Dollars as of (i) a currency, date on or about the rate determined by date on which the Administrative Agent or receives a request to advance such Borrowing using the LC Issuer, as applicable, to be the rate quoted by the Person acting Spot Rate in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. effect on the date two of determination, (2ii) as of the date of the commencement of each Interest Period after the initial Interest Period therefor and (iii) such additional dates as the Required RC/TLA Lenders shall require, using the Spot Rate in effect (x) in the case of clauses (i) and (ii) above, on the date that is three (3) Business Days prior to the date as of on which the foreign applicable Interest Period shall commence, and (y) in the case of clause (iii) above, on the date of determination, and each such amount shall be the Dollar Equivalent of such Borrowing until the next required calculation thereof pursuant to this Section 1.4(d). (e) The Administrative Agent shall notify the Borrower, the Lenders and the applicable L/C Issuer of each such determination (such date, a “Revaluation Date”) and revaluation of the Dollar Equivalent of each Letter of Credit and Borrowing. (f) The Administrative Agent may set up appropriate rounding-off mechanisms or otherwise round off amounts pursuant to this Section 1.4 to the nearest higher or lower amount in whole Dollars or cents to ensure amounts owing by any party hereunder or that otherwise need to be calculated or converted hereunder are expressed in whole Dollars or in whole cents, as may be necessary or appropriate. (g) Unless otherwise provided, Dollar Equivalent amounts set forth in ARTICLE 2 or Section 6.22 may be exceeded by a percentage amount equal to 5% of such amount; provided, that such excess is solely as a result of fluctuations in applicable currency exchange computation rates after the last time such determinations were made and, in any such cases, the applicable limits set forth in ARTICLE 2 or ARTICLE 7, as applicable, will not be deemed to have exceeded solely as a result of such fluctuations in currency exchange rates. For the avoidance of doubt, in no event shall a prepayment be required under Section 2.8(c)(iv) if the Dollar Equivalent of the relevant amounts set forth therein does not exceed 5% of such relevant amounts solely as a result of fluctuations in currency exchange rates. (h) If, for the purposes of obtaining judgment in any court, it is made; provided necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each Loan Party in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the LC Issuerother Loan Documents shall, as applicablenotwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), may obtain such spot rate from another financial institution designated be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative Currency, such amount shall be the equivalent amount thereof in the applicable Alternative Currency, as determined by the Administrative Agent or the LC IssuerLender, as the case may be, at of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such time on Lender, as the basis case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Spot Rate (determined Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from any Loan Party in respect the Agreement Currency, such Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the most recent Revaluation Date) for Agreement Currency so purchased is greater than the purchase sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to such Alternative Currency with Dollars.Loan Party (or to any other Person who may be entitled thereto under applicable law)

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC an L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC an L/C Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Committed Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC applicable L/C Issuer, as the case may be. (c) The Administrative Agent does not warrant, at nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of "Eurocurrency Rate" or with respect to any comparable or successor rate thereto, other than in the case of its own gross negligence or willful misconduct with respect to such time on administration, submission or other matter related to the basis “Eurocurrency Rate”, as determined by a court of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollarscompetent jurisdiction by a final and nonappealable judgment.

Exchange Rates; Currency Equivalents. Unless expressly provided otherwise, any amounts specified in this Agreement shall be in Dollars. (ia) The Administrative Agent or the LC Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating the Dollar Equivalent amounts of any outstanding Loans and Letters of Credit denominated in an Alternative CurrenciesCurrency. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies any Alternative Currency and Dollars until the next Revaluation Date to occur. Except for purposes . (b) The Administrative Agent shall determine the Dollar Equivalent of financial statements delivered by any Foreign Currency Letter of Credit or Borrowing not denominated in Dollars in accordance with the Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided terms set forth herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined and a determination thereof by the Administrative Agent shall be presumptively correct absent manifest error. The Administrative Agent may, but shall not be obligated to, rely on any determination made by any Borrower in any document delivered to the Administrative Agent. (c) The Administrative Agent shall determine the Dollar Equivalent of any Foreign Currency Letter of Credit as of (i) a date on or about the date on which the applicable L/C Issuer receives a request from the Borrower for the issuance of such Letter of Credit, (ii) each subsequent date on which such Letter of Credit shall be renewed or extended or the LC Issuerstated amount of such Letter of Credit shall be increased, (iii) March 31 and September 30 in each year and (iv) such additional dates as applicable. For purposes hereofthe Required RC/TLA Lenders shall require, in each case using the term "Spot Rates" meansRate in effect on the date of determination, for and each such amount shall be the Dollar Equivalent of such Letter of Credit until the next required calculation thereof pursuant to this Section 1.4(c). (d) The Administrative Agent shall determine the Dollar Equivalent of any Borrowing not denominated in Dollars as of (i) a currency, date on or about the rate determined by date on which the Administrative Agent or receives a request to advance such Borrowing using the LC Issuer, as applicable, to be the rate quoted by the Person acting Spot Rate in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. effect on the date two of determination, (2ii) as of the date of the commencement of each Interest Period after the initial Interest Period therefor and (iii) such additional dates as the Required RC/TLA Lenders shall require, using the Spot Rate in effect (x) in the case of clauses (i) and (ii) above, on the date that is three (3) Business Days prior to the date as of on which the foreign applicable Interest Period shall commence, and (y) in the case of clause (iii) above, on the date of determination, and each such amount shall be the Dollar Equivalent of such Borrowing until the next required calculation thereof pursuant to this Section 1.4(d). (e) The Administrative Agent shall notify the Borrower, the Lenders and the applicable L/C Issuer of each such determination (such date, a “Revaluation Date”) and revaluation of the Dollar Equivalent of each Letter of Credit and Borrowing. (f) The Administrative Agent may set up appropriate rounding-off mechanisms or otherwise round off amounts pursuant to this Section 1.4 to the nearest higher or lower amount in whole Dollars or cents to ensure amounts owing by any party hereunder or that otherwise need to be calculated or converted hereunder are expressed in whole Dollars or in whole cents, as may be necessary or appropriate. (g) Unless otherwise provided, Dollar Equivalent amounts set forth in ARTICLE 2 or Section 6.22 may be exceeded by a percentage amount equal to 5% of such amount; provided, that such excess is solely as a result of fluctuations in applicable currency exchange computation rates after the last time such determinations were made and, in any such cases, the applicable limits set forth in ARTICLE 2 or ARTICLE 7, as applicable, will not be deemed to have exceeded solely as a result of such fluctuations in currency exchange rates. For the avoidance of doubt, in no event shall a prepayment be required under Section 2.8(c)(iv) if the Dollar Equivalent of the relevant amounts set forth therein does not exceed 5% of such relevant amounts solely as a result of fluctuations in currency exchange rates. (h) If, for the purposes of obtaining judgment in any court, it is made; provided necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each Loan Party in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the LC Issuerother Loan Documents shall, as applicablenotwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), may obtain such spot rate from another financial institution designated be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative Currency, such amount shall be the equivalent amount thereof in the applicable Alternative Currency, as determined by the Administrative Agent or the LC IssuerLender, as the case may be, at of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such time Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from any Loan Party in the Agreement Currency, such Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to such Loan Party (or to any other Person who may be entitled thereto under applicable law) For purposes of any determination under ARTICLE 6 (other than the calculation of compliance with any financial ratio for purposes of taking any action hereunder) or ARTICLE 7, in each case, with respect to the amount of any Indebtedness, Lien, Restricted Debt Payment, investment, transactions pursuant to Section 6.16, sale-leaseback transaction, affiliate transaction or other transaction, event or circumstance, or any determination under any other provision of this Agreement (any of the foregoing, a “subject transaction”), in a currency other than Dollars, (i) the Dollar Equivalent of a subject transaction in a currency other than Dollars shall be calculated based on the basis rate of exchange quoted on the applicable Reuters World Currency Page (or any successor page thereto, or in the event such rate does not appear on any Reuters 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 noon (London time) on the date of such subject transaction (which, in the case of any Distribution, shall be deemed to be the date of the Spot Rate declaration thereof and, in the case of the incurrence of Indebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if applicable, associated Lien granted) to refinance or replace other Indebtedness denominated in a currency other than Dollars, and the relevant refinancing or 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 refinancing or replacement, 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 refinanced or replaced, except by an amount equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such refinancing or replacement and (y) additional amounts permitted to be incurred under Section 6.14 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 subject transaction so long as such subject transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i). For purposes of Section 6.22 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 Dollars shall be translated into Dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 6.1(a) or (b), as applicable, for the relevant four fiscal quarter period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Swap Obligation permitted hereunder in respect of currency exchange risks with respect to the most recent Revaluation Date) applicable currency in effect on the date of determination for the purchase Dollar Equivalent amount of such Alternative Currency with DollarsIndebtedness.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC Issuer, as applicable, Letter of Credit Issuer shall determine the Spot Rates (in accordance with the definition thereof) as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Borrowings and Principal Obligations denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Borrower Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so reasonably determined by the Administrative Agent or the LC Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Credit Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Term SOFR Loan, an amount Alternative Currency Term Rate Loan or Daily XXXXX Loan, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Borrowing, Alternative Currency Term Rate Loan or Daily XXXXX Loan is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent. (c) Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (i) the LC Issuercontinuation of, as administration of, submission of, calculation of or any other matter related to any Benchmark, or any component definition thereof or rates referred to in the case definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (ii) the effect, implementation or composition of any Conforming Changes. Administrative Agent and its affiliates or other related entities may beengage in transactions that affect the calculation of any Benchmark, at such time on any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the basis of the Spot Rate (determined Borrowers. Administrative Agent may select information sources or services in respect of the most recent Revaluation Date) for the purchase of such its reasonable discretion to ascertain Alternative Base Rate, SOFR, any Alternative Currency with Dollars.Term Rate, XXXXX or any other Benchmark, in each case pursuant to the terms of this Credit Agreement, and shall have no liability to the Borrowers, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. 41 0000-0000-0000 v.54890-8208-0090 v.3

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC applicable L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants covenants, default thresholds or financial ratio tests hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC applicable L/C Issuer, as applicable. For purposes hereofIf any basket in Article VIII is exceeded solely as a result of fluctuations in the applicable Dollar Equivalent amount after the last time such basket was utilized, the term "Spot Rates" means, for such basket will not be deemed to have been exceeded solely as a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person result of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on fluctuations in the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicableapplicable Dollar Equivalent amount. In addition, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, any (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC applicable L/C Issuer, as the case may be. (c) The Administrative Agent does not warrant, at such time on nor accept responsibility, nor shall the basis Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of the Spot Rate (determined in “Eurocurrency Rate” or with respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollarsto any comparable or successor rate thereto.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC IssuerIssuing Lender, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent and/or Alternative Currency Equivalents the amounts of any outstanding Loans Outstanding denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC IssuerIssuing Lender, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a borrowing, conversion, continuation or prepayment of a LIBOR Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such LIBOR Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC IssuerIssuing Lender, as the case may be. (c) Unless otherwise provided, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase Dollar Equivalent amounts set forth herein may be exceeded by a percentage amount equal to up to 3% of such Alternative Currency with Dollarsamount for not more than 5 Business Days; provided that such excess is solely as a result of fluctuations in applicable currency exchange rates after the last time such baskets were assessed, and, in any such cases, any applicable limits shall not be deemed to have been exceeded solely as a result of such fluctuations in currency exchange rates.

Exchange Rates; Currency Equivalents. The Administrative Agent shall determine the US Dollar Equivalent Amount of any Borrowing denominated in Euro, Sterling or Canadian Dollars (iother than a Canadian Prime Rate Borrowing) two Business Days prior to the initial Interest Period therefor and as of the date two Business Days prior to the commencement of each subsequent Interest Period therefor, in each case using the Spot Rate for such currency in relation to US Dollars in effect on or about the date of determination, and each such amount shall, except as provided in the penultimate sentence of this Section 1.05, be the US Dollar Equivalent Amount of such Borrowing until the next required calculation thereof pursuant to this sentence. The Administrative Agent shall determine the US Dollar Equivalent Amount of any Canadian Prime Rate Borrowing as of the date on which such Borrowing is made and as of the last Business Day of each subsequent calendar quarter, in each case using the Spot Rate for such currency in relation to US Dollars in effect on the last Business Day of the calendar quarter preceding the date of such Borrowing (or, if such Borrowing occurs on the last Business Day of a calendar quarter, on such Business Day) and as of the last Business Day of such subsequent calendar quarter, as the case may be, and each such amount shall, except as provided in the penultimate sentence of this Section 1.05, be the US Dollar Equivalent Amount of such Canadian Prime Rate Borrowing until the next required calculation thereof pursuant to this sentence. In the case of Letters of Credit and Letter of Credit Exposure, (a) the Administrative Agent or the LC Issuerapplicable Issuing Bank, as applicable, shall determine the Spot Rates Rate as of each Revaluation Date to be used for calculating US Dollar Equivalent amounts Amounts for any Letter of any outstanding Loans Credit denominated in an Alternative Currencies. Such Currency or the Letter of Credit Exposure and (b) such Spot Rates shall become effective as of such the Revaluation Date and shall shall, except as provided in the penultimate sentence of this Section 1.05, be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by The Administrative Agent may also determine the Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount US Dollar Equivalent Amount of any currency (Borrowing denominated in Euro, Sterling or Canadian Dollars or any Letter of Credit or Letter of Credit Exposure denominated in an Alternative Currency as of such other than Dollars) for purposes dates as the Administrative Agent shall select in its discretion, in each case using the Spot Rate in effect on the date of the Loan Documents determination, and each such amount shall be such the US Dollar Equivalent amount as so determined by Amount of such Borrowing or such Letter of Credit or Letter of Credit Exposure until the next calculation thereof pursuant to this Section 1.05. The Administrative Agent or the LC Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuerapplicable Issuing Bank, as applicable, to be shall notify the rate quoted by Parent Borrower and the Person acting in such capacity as the spot rate for the purchase by such Person Lenders of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as each determination of the date US Dollar Equivalent Amount of determination a spot buying rate for any such currency; each Borrowing denominated in Euro, Sterling or Canadian Dollars and provided further that the LC Issuer may use such spot rate quoted on the date as each Letter of which the foreign exchange computation is made in the case of Credit or any Letter of Credit Exposure denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative Currency, such amount shall be the equivalent amount thereof in the applicable Alternative Currency, as determined by the Administrative Agent or the LC Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC IssuerIssuing Bank, as applicable, shall determine the Spot Exchange Rates as of each Revaluation Valuation Date to be used for calculating Euro Equivalent and Dollar Equivalent amounts of any Credit Extensions and amounts outstanding Loans hereunder denominated in Alternative Other Foreign Currencies. Such Spot Exchange Rates shall become effective as of such Revaluation Valuation Date and shall be the Spot Exchange Rates employed in converting any amounts between the applicable currencies until the next Revaluation Valuation Date to occur. Except for purposes of financial statements delivered by the Borrowers hereunder or calculating financial covenants Borrower Representative hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such the Dollar Equivalent amount of such currency as so determined by the Administrative Agent or the LC IssuerIssuing Bank, as applicable. For purposes hereof. (b) Whenever in this Agreement in connection with a borrowing, the term "Spot Rates" meansconversion, for continuation or prepayment of a currency, the rate determined by the Administrative Agent Eurocurrency Rate Loan or the LC Issuerissuance, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person amendment or extension of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of an amount, such as a required minimum or multiple amount, is expressed in Dollars or Euros, but such borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative Other Foreign Currency, such amount shall be the equivalent relevant Foreign Currency Equivalent of such Dollar or Euro amount thereof in (rounded to the applicable Alternative nearest unit of such Other Foreign Currency, with 0.5 or a unit being rounded upward), as determined by the Administrative Agent or the LC IssuerIssuing Bank, as the case may be. (c) Notwithstanding the foregoing, for purposes of determining compliance with Sections 6.01, 6.02, 6.04, 6.06, 6.07(c) and 6.08, with respect to any amount of Indebtedness, Investment, Restricted Payment, Lien or Asset Disposition in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness, Investment, Restricted Payment, Lien or Asset Disposition is incurred or made; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.04 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness, Investment, Restricted Payment, Lien or Asset Disposition may be incurred or made at any time under such time Sections. (d) For purposes of determining compliance with the Leverage Ratio and the Original Closing Date Leverage Ratio, the Euro Equivalent of any Indebtedness denominated in any currency other than Euros will be converted into Euros based on the basis relevant currency exchange rate (or average exchange rates) used with respect to such currency in the Financial Statements with respect to which the applicable Consolidated Adjusted EBITDA is calculated. (e) For the avoidance of doubt, in the Spot Rate case of a Loan denominated in an Other Foreign Currency, all interest and fees shall accrue and be payable thereon based on the actual amount outstanding in such Other Foreign Currency (determined in respect of without any translation into the most recent Revaluation Date) for the purchase of such Alternative Currency with DollarsDollar Equivalent or Euro Equivalent thereof).

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC L/C Issuer, as applicable, shall will determine the Spot Rates as of each Revaluation Date to be used for calculating US Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. The Administrative Agent will determine the Spot Rates as of each Revaluation Date to be used for calculating US Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Discretionary Alternative Currencies. Such Spot Rates shall will become effective as of such Revaluation Date and shall will be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Ultimate Parent hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than US Dollars) for purposes of the Loan Documents shall will be such US Dollar Equivalent amount as so determined by the Administrative Agent or the LC L/C Issuer, as applicable. For purposes hereof. (b) Wherever in this Agreement in connection with a Committed Borrowing, the term "Spot Rates" meansconversion, for continuation or prepayment of a currency, the rate determined by the Administrative Agent Eurocurrency Rate Committed Loan or the LC Issuerissuance, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person amendment or extension of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of an amount, such as a required minimum or multiple amount, is expressed in US Dollars, but such Committed Borrowing, Eurocurrency Rate Committed Loan or Letter of Credit is denominated in an Alternative Currency, such amount will be the relevant Alternative Currency Equivalent of such US Dollar amount (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect rounded to the increased amountnearest unit of such Alternative Currency with 0.5 of a unit being rounded upward), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative Currency, such amount shall be the equivalent amount thereof in the applicable Alternative Currency, as determined by the Administrative Agent or the LC L/C Issuer, as the case may be. (c) Wherever in this Agreement in connection with a Bid Borrowing, at conversion, continuation or prepayment of a Eurocurrency Rate Bid Loan, an amount, such time on as a required minimum or multiple amount, is expressed in US Dollars, but such Bid Borrowing or Eurocurrency Rate Bid Loan is denominated in a Discretionary Alternative Currency, such amount will be the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase relevant Discretionary Alternative Currency Equivalent of such US Dollar amount (rounded to the nearest unit of such Discretionary Alternative Currency with Dollars.0.5 of a unit being rounded upward), as determined by the Administrative Agent

Exchange Rates; Currency Equivalents. Unless expressly provided otherwise, any amounts specified in this Agreement shall be in Dollars. (ia) The Administrative Agent or the LC Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating the Dollar Equivalent amounts of any outstanding Loans and Letters of Credit denominated in an Alternative CurrenciesCurrency. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies any Alternative Currency and Dollars until the next Revaluation Date to occur. Except for purposes . (b) The Administrative Agent shall determine the Dollar Equivalent of financial statements delivered by any Foreign Currency Letter of Credit or Borrowing not denominated in Dollars in accordance with the Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided terms set forth herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined and a determination thereof by the Administrative Agent shall be presumptively correct absent manifest error. The Administrative Agent may, but shall not be obligated to, rely on any determination made by any Borrower in any document delivered to the Administrative Agent. (c) The Administrative Agent shall determine the Dollar Equivalent of any Foreign Currency Letter of Credit as of (i) a date on or about the date on which the applicable L/C Issuer receives a request from the Borrower for the issuance of such Letter of Credit, (ii) each subsequent date on which such Letter of Credit shall be renewed or extended or the LC Issuerstated amount of such Letter of Credit shall be increased, (iii) March 31 and September 30 in each year and (iv) such additional dates as applicable. For purposes hereofthe Required RC/TLA Lenders shall require, in each case using the term "Spot Rates" meansRate in effect on the date of determination, for and each such amount shall be the Dollar Equivalent of such Letter of Credit until the next required calculation thereof pursuant to this Section 1.4(c). (d) The Administrative Agent shall determine the Dollar Equivalent of any Borrowing not denominated in Dollars as of (i) a currency, date on or about the rate determined by date on which the Administrative Agent or receives a request to advance such Borrowing using the LC Issuer, as applicable, to be the rate quoted by the Person acting Spot Rate in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. effect on the date two of determination, (2ii) as of the date of the commencement of each Interest Period after the initial Interest Period therefor and, (iii) the Revolving Multicurrency Credit Termination Date and the date of any termination or reduction of Revolving Multicurrency Credit Commitments pursuant to Section 2.10 and (iv) such additional dates as the Required RC/TLA Lenders shall require, using the Spot Rate in effect (x) in the case of clauses (i) and (ii) above, on the date that is three (3) Business Days prior to the date as of on which the foreign applicable Interest Period shall commence, and (y) in the case of clause (iii) above, on the date of determination, and each such amount shall be the Dollar Equivalent of such Borrowing until the next required calculation thereof pursuant to this Section 1.4(d). (e) The Administrative Agent shall notify the Borrower, the Lenders and the applicable L/C Issuer of each such determination (such date, a “Revaluation Date”) and revaluation of the Dollar Equivalent of each Letter of Credit and Borrowing. (f) The Administrative Agent may set up appropriate rounding-off mechanisms or otherwise round off amounts pursuant to this Section 1.4 to the nearest higher or lower amount in whole Dollars or cents to ensure amounts owing by any party hereunder or that otherwise need to be calculated or converted hereunder are expressed in whole Dollars or in whole cents, as may be necessary or appropriate. (g) Unless otherwise provided, Dollar Equivalent amounts set forth in ARTICLE 2 or Section 6.22 may be exceeded by a percentage amount equal to 5% of such amount; provided, that such excess is solely as a result of fluctuations in applicable currency exchange computation rates after the last time such determinations were made and, in any such cases, the applicable limits set forth in ARTICLE 2 or ARTICLE 7, as applicable, will not be deemed to have exceeded solely as a result of such fluctuations in currency exchange rates. For the avoidance of doubt, in no event shall a prepayment be required under Section 2.8(c)(iv) if the Dollar Equivalent of the relevant amounts set forth therein does not exceed 5% of such relevant amounts solely as a result of fluctuations in currency exchange rates. (h) If, for the purposes of obtaining judgment in any court, it is made; provided necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each Loan Party in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the LC Issuerother Loan Documents shall, as applicablenotwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), may obtain such spot rate from another financial institution designated be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative Currency, such amount shall be the equivalent amount thereof in the applicable Alternative Currency, as determined by the Administrative Agent or the LC IssuerLender, as the case may be, at of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such time Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from any Loan Party in the Agreement Currency, such Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to such Loan Party (or to any other Person who may be entitled thereto under applicable law) For purposes of any determination under ARTICLE 6 (other than the calculation of compliance with any financial ratio for purposes of taking any action hereunder) or ARTICLE 7, in each case, with respect to the amount of any Indebtedness, Lien, Restricted Debt Payment, investment, transactions pursuant to Section 6.16, sale-leaseback transaction, affiliate transaction or other transaction, event or circumstance, or any determination under any other provision of this Agreement (any of the foregoing, a “subject transaction”), in a currency other than Dollars, (i) the Dollar Equivalent of a subject transaction in a currency other than Dollars shall be calculated based on the basis rate of exchange quoted on the applicable Reuters World Currency Page (or any successor page thereto, or in the event such rate does not appear on any Reuters 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 noon (London time) on the date of such subject transaction (which, in the case of any Distribution, shall be deemed to be the date of the Spot Rate declaration thereof and, in the case of the incurrence of Indebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if applicable, associated Lien granted) to refinance or replace other Indebtedness denominated in a currency other than Dollars, and the relevant refinancing or 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 refinancing or replacement, 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 refinanced or replaced, except by an amount equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such refinancing or replacement and (y) additional amounts permitted to be incurred under Section 6.14 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 subject transaction so long as such subject transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i). For purposes of Section 6.22 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 Dollars shall be translated into Dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 6.1(a) or (b), as applicable, for the relevant four fiscal quarter period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Swap Obligation permitted hereunder in respect of currency exchange risks with respect to the most recent Revaluation Date) applicable currency in effect on the date of determination for the purchase Dollar Equivalent amount of such Alternative Currency with DollarsIndebtedness.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC Issuer, as applicable, shall reasonably determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Extensions of Credit and Revolving Credit Outstandings denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the amount. The Administrative Agent or shall promptly notify the LC Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as Borrower of the date occurrence of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "each Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement an amount in connection with a borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Eurocurrency Rate Loan is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, as determined by with 0.5 of a unit being rounded upward). (c) For purposes of determining compliance under any covenant in this Agreement, any amount in any currency other than Dollars will be converted to Dollars in a manner consistent with that used in calculating Consolidated EBITDA in the Administrative Agent or the LC Issuer, as the case may be, at such time on the basis annual financial statements of the Spot Rate (determined Borrower and its Subsidiaries delivered pursuant to Section 6.1. Notwithstanding the foregoing, for purposes of determining compliance with Section 7.2, with respect to any amount of any Lien in respect any currency other than Dollars, no breach of any basket, exception or similar provision contained in Section 7.2 shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the most recent Revaluation Date) for the purchase of time such Alternative Currency with DollarsLien is incurred.

Exchange Rates; Currency Equivalents. The Administrative Agent shall determine the US Dollar Equivalent Amount of any Borrowing (iother than a Swingline Advance) denominated in Euro, Sterling or Canadian Dollars (other than a Canadian Prime Rate Borrowing) two Business Days prior to the initial Interest Period therefor and as of the date two Business Days prior to the commencement of each subsequent Interest Period therefor, in each case using the Spot Rate for such currency in relation to US Dollars in effect on or about the date of determination, and each such amount shall, except as provided in the penultimate sentence of this Section 1.05, be the US Dollar Equivalent Amount of such Borrowing until the next required calculation thereof pursuant to this sentence. The Administrative Agent shall determine the US Dollar Equivalent Amount of any Canadian Prime Rate Borrowing as of the date on which such Borrowing is made and as of the last Business Day of each subsequent calendar quarter, in each case using the Spot Rate for such currency in relation to US Dollars in effect on the last Business Day of the calendar quarter preceding the date of such Borrowing (or, if such Borrowing occurs on the last Business Day of a calendar quarter, on such Business Day) and as of the last Business Day of such subsequent calendar quarter, as the case may be, and each such amount shall, except as provided in the penultimate sentence of this Section 1.05, be the US Dollar Equivalent Amount of such Canadian Prime Rate Borrowing until the next required calculation thereof pursuant to this sentence. In the case of Letters of Credit and Letter of Credit Exposure, (a) the Administrative Agent or the LC Issuerapplicable Issuing Bank, as applicable, shall determine the Spot Rates Rate as of each Revaluation Date to be used for calculating US Dollar Equivalent amounts Amounts for any Letter of any outstanding Loans Credit denominated in an Alternative Currencies. Such Currency or the Letter of Credit Exposure and (b) such Spot Rates shall become effective as of such the Revaluation Date and shall shall, except as provided in the penultimate sentence of this Section 1.05, be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by The Administrative Agent may also determine the Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount US Dollar Equivalent Amount of any currency (Borrowing denominated in Euro, Sterling or Canadian Dollars or any Letter of Credit or Letter of Credit Exposure denominated in an Alternative Currency as of such other than Dollars) for purposes dates as the Administrative Agent shall select in its discretion, in each case using the Spot Rate in effect on the date of the Loan Documents determination, and each such amount shall be such the US Dollar Equivalent amount as so determined by Amount of such Borrowing or such Letter of Credit or Letter of Credit Exposure until the next calculation thereof pursuant to this Section 1.05. The Administrative Agent or the LC Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuerapplicable Issuing Bank, as applicable, to be shall notify the rate quoted by Parent Borrower and the Person acting in such capacity as the spot rate for the purchase by such Person Lenders of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as each determination of the date US Dollar Equivalent Amount of determination a spot buying rate for any such currency; each Borrowing denominated in Euro, Sterling or Canadian Dollars and provided further that the LC Issuer may use such spot rate quoted on the date as each Letter of which the foreign exchange computation is made in the case of Credit or any Letter of Credit Exposure denominated in an Alternative Currency; it being understood and agreed that the . The Administrative Agent or shall determine the LC Issuer, US Dollar Equivalent Amount of any Swingline Advance as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated on which such Swingline Advance is made, using the applicable Spot Rate in an Alternative Currency, (b) each date of an amendment of any effect on such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determinedate, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative Currency, such amount shall be the equivalent amount thereof in the applicable Alternative Currency, as determined by the Administrative Agent or the LC Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase US Dollar Equivalent Amount of such Alternative Currency with DollarsSwingline Advance.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC L/C Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Committed Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC L/C Issuer, as the case may be. (c) For purposes of determining compliance with the provisions of this Agreement, at such time on with respect to any item of Indebtedness (other than the basis Obligations) that is denominated in an Alternative Currency, the Dollar Equivalent of the principal amount of such Indebtedness as of the date such Indebtedness is incurred shall be deemed to be the principal amount of such Indebtedness, and any fluctuation in the applicable Spot Rate (thereafter shall not affect compliance with this Agreement; provided that if any such Indebtedness is refinanced then, to the extent such refinancing is denominated in the same Alternative Currency and in the same principal amount and incurred by the same borrower, the Dollar Equivalent of such refinanced Indebtedness shall be determined in respect using the applicable Spot Rate as of the most recent Revaluation Date) for the purchase of date such Alternative Currency with DollarsIndebtedness so refinanced was incurred.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC Issuerapplicable Issuing Lender, as applicable, shall determine the Spot Exchange Rates as of each Revaluation Computation Date to be used for calculating Dollar Equivalent amounts Amounts of any outstanding Loans Extensions of Credit and Outstanding Amounts denominated in Alternative ForeignDesignated Currencies. Such Spot Exchange Rates shall become effective as of such Revaluation Computation Date and shall be the Spot Exchange Rates employed in converting any amounts between the applicable currencies until the next Revaluation Computation Date to occur. Except for purposes of financial statements delivered by the Borrowers Credit Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount Amount as so determined by the Administrative Agent or the LC Issuerapplicable Issuing Lender, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with an amount Extension of Credit, conversion, continuation or prepayment of a EurocurrencyDesignated Currency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Extension of Credit, EurocurrencyDesignated Currency Rate Loan or Letter of Credit is denominated in a calculation may require an Alternative ForeignDesignated Currency, such amount shall be the equivalent relevant Equivalent Amount of such Dollar amount thereof in (rounded to the applicable Alternative nearest unit of such ForeignDesignated Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC Issuerapplicable Issuing Lender, as the case may be. (c) The Administrative Agent does not warrant, at nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate” or with respect to any rate that is an alternative or replacement for or successor to any of such time on rates (including, without limitation, any Successor Rate) or the basis effect of any of the Spot foregoing, or of any Successor Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with DollarsConforming Changes.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or Notwithstanding the LC Issuerforegoing, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by any determination under Section 9, Section 10 or Section 11 or any determination under any other provision of this Agreement expressly requiring the Borrowers hereunder use of a current exchange rate, all amounts incurred, outstanding, or calculating financial covenants hereunder proposed to be incurred or except as otherwise provided herein, the applicable amount of any currency (outstanding in currencies other than Dollars) Dollars shall be translated into Dollars at the Spot Rate; provided that for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency determining compliance with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely Section 10 with respect to the increased amount), (c) each date amount of any payment by Indebtedness, Restricted Investment, Lien, Asset Sale, or Restricted Payment 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 exchange occurring after the LC Issuer time such Indebtedness, Lien or Restricted Investment is incurred or after such Asset Sale or Restricted Payment is made; provided, further, that, for the avoidance of doubt, the foregoing provisions of this Section 1.6 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness, Lien, or Investment may be incurred or Asset Sale or Restricted Payment made at any time under such Sections. For purposes of any Letter determination of Credit denominated Total Debt, Total Secured Debt or Total First Lien Debt, amounts in an Alternative Currency, (d) currencies other than Dollars shall be translated into Dollars at the currency exchange rates used in preparing the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determinemost recently delivered Section 9.1 Financials. (iib) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of an amount Alternative Currency Revolving Credit Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Borrowing, Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the RevolvingRevolver Administrative Agent or the LC Issuerapplicable L/C Participant, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

Exchange Rates; Currency Equivalents. (ia) The Applicable Agent shall determine the Dollar Equivalent of any Committed Borrowing denominated in an Alternative Currency on or about the date of receipt by such Applicable Agent of a Committed Loan Notice requesting such Committed Borrowing or continuation thereof, using the Spot Rate for such currency in effect on the date of determination, and each such amount shall be the Dollar Equivalent of such Committed Borrowing until the next calculation thereof pursuant to this Section 1.04. The Administrative Agent or the LC Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that Currency (i) on or about the date of receipt by the Administrative Agent or of the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability Letter of Credit Application for its failure to do so; and the term "Revaluation Date" means, any L/C Credit Extension with respect to any such Letter of Credit, each Credit and (ii) as of the following: (a) last Business Day of each subsequent calendar quarter, in each case using the Spot Rate for such currency in effect on the date of issuance determination, and each such amount shall be the Dollar Equivalent of a such Letter of Credit until the next calculation thereof pursuant to this Section 1.04. The Administrative Agent shall in addition determine the Dollar Equivalent of any Designated Obligation denominated in an Alternative Currency as of the CAM Exchange Date as set forth in Article XI. (b) The Applicable Agent may also determine the Dollar Equivalent of any Committed Borrowings or Letters of Credit denominated in an Alternative Currency, (b) each date Currency as of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional other dates as the existing LC Issuer such Applicable Agent shall determine, in each case using the Spot Rate for such currency in effect as of a date on or about the date on which such determination is to be made, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative Currency, each such amount shall be the equivalent amount thereof in the applicable Alternative Currency, as determined by the Administrative Agent or the LC Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase Dollar Equivalent of such Alternative Currency with DollarsCommitted Borrowing or Letter of Credit until the next calculation thereof pursuant to this Section 1.04. (c) For purposes of Section 7.11 and the related definitions, amounts in currencies other than Dollars shall be translated into Dollars at the currency exchange rates most recently used in preparing the Company’s annual or quarterly financial statements.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC an L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, 32 (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Committed Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC applicable L/C Issuer, as the case may be. (c) The Administrative Agent does not warrant, at nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate” or with respect to any rate that is an alternative or replacement for or successor to any of such time on rate (including, without limitation, any LIBOR Successor Rate) or the basis effect of any of the Spot foregoing, or of any LIBOR Successor Rate (Conforming Changes, other than in the case of its own gross negligence or willful misconduct with respect to such administration, submission or other matter related to the “Eurocurrency Rate”, as determined in respect by a court of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollarscompetent jurisdiction by a final and nonappealable judgment.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC IssuerGlobal Swing Line Lender, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC L/C Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of a Eurodollar RateTerm SOFR Loan or an amount Alternative Currency Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Committed Borrowing, Eurodollar RateTerm SOFR Loan, Alternative Currency Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC L/C Issuer, as the case may be. (c) The Administrative Agent does not warrant, at nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to any reference rate referred to herein, the selection of rates in the definition of “Eurodollar Rate”, “Alternative Currency Daily Rate” or “Alternative Currency Term Rate”, the selection of rates, any related spread or adjustment or with respect to any rate that is an alternative or replacement for or successor to any of such time on the basis rates (including, without limitation, any Benchmark Replacement or Successor Rate) (or any component of any of the Spot Rate (determined in respect foregoing) or the effect of any of the most recent Revaluation Date) for the purchase foregoing, or of such any Alternative Currency with Dollars.Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC Issuer, as applicable, shall determine the Spot Rates Rate as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans denominated in Alternative CurrenciesAlternate Currency Letters of Credit and, following such determination, the Agent shall provide written notice to the Borrower and each L/C Issuer of the Spot Rate. Such Spot Rates Rate shall become effective as of such Revaluation Date and shall be the Spot Rates Rate employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Borrower hereunder or calculating financial covenants and ratio hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such the applicable Dollar Equivalent amount as so determined by the Administrative Agent on the most recent Revaluation Date or, in the case of financial statements and financial covenant compliance, on the most recent Revaluation Date to occur in the fiscal quarter or the LC Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issueryear, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any which such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, financial statement and (e) such additional dates as the Administrative Agent or the LC Issuer shall determinefinancial covenant compliance apply. (iib) Wherever in this Agreement in connection with the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Letter of Credit is denominated in an Alternative Alternate Currency, such amount shall be the equivalent Alternate Currency Equivalent of such Dollar amount thereof in (rounded to the applicable Alternative nearest unit of such Alternate Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC applicable L/C Issuer, as applicable. (c) 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 currency other than Dollars shall be calculated (i) in the case may beof Indebtedness other than revolving Indebtedness, at such time based on the basis relevant Dollar Equivalent in effect on the date such Indebtedness was incurred and (ii) in the case of revolving Indebtedness, on the Spot Rate (determined date when the commitments thereunder are first available or otherwise effective; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in respect of a currency other than Dollars, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the most recent Revaluation Date) for applicable Dollar-denominated restriction to be exceeded if calculated at the purchase relevant Dollar Equivalent in effect on the date of such Alternative Currency with Dollarsextension, 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 except by an amount no greater than accrued and unpaid interest thereon and any existing unutilized commitments thereunder and any reasonable fees, premiums and expenses related thereto and to such new Indebtedness. The principal amount in Dollars of any Indebtedness incurred to extend, replace, refund, refinance, renew or defease other Indebtedness, if incurred in a different foreign currency from the Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, shall be calculated by the Agent based on the Dollar Equivalent applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance.

Exchange Rates; Currency Equivalents. (i) The Administrative Agent or the LC Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC Issuer, as applicable. For purposes hereof, the term "“Spot Rates" ” means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "“Revaluation Date" ” means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative Currency, such amount shall be the equivalent amount thereof in the applicable Alternative Currency, as determined by the Administrative Agent or the LC Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent Agent, the applicable Swing Line Lender or the LC applicable L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent Agent, the applicable Swing Line Lender or the LC applicable L/C Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a Revolving Borrowing, Swing Line Borrowing, conversion, continuation or prepayment of a Term SOFR Loan or Alternative Currency Term Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Revolving Borrowing, Swing Line Borrowing, Term SOFR Loan or Alternative Currency Term Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent Agent, the applicable Swing Line Lender or the LC applicable L/C Issuer, as the case may be. (c) The Administrative Agent does not warrant, at such time on nor accept responsibility, nor shall the basis Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of the Spot Rate (determined in “Term SOFR” or with respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollarsto any comparable or successor rate thereto.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC IssuerIssuing Bank, as applicable, shall determine the Spot Exchange Rates as of each Revaluation Valuation Date to be used for calculating Euro Equivalent and Dollar Equivalent amounts of any Credit Extensions and amounts outstanding Loans hereunder denominated in Alternative Other Foreign Currencies. Such Spot Exchange Rates shall become effective as of such Revaluation Valuation Date and shall be the Spot Exchange Rates employed in converting any amounts between the applicable currencies until the next Revaluation Valuation Date to occur. Except for purposes of financial statements delivered by the Borrowers hereunder or calculating financial covenants Borrower Representative hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such the Dollar Equivalent amount of such currency as so determined by the Administrative Agent or the LC IssuerIssuing Bank, as applicable. For purposes hereof. (b) Whenever in this Agreement in connection with a borrowing, the term "Spot Rates" meansconversion, for continuation or prepayment of a currency, the rate determined by the Administrative Agent Eurocurrency Rate Loan or the LC Issuerissuance, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person amendment or extension of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of an amount, such as a required minimum or multiple amount, is expressed in Dollars or Euros, but such borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative Other Foreign Currency, such amount shall be the equivalent relevant Foreign Currency Equivalent of such Dollar or Euro amount thereof in (rounded to the applicable Alternative nearest unit of such Other Foreign Currency, with 0.5 or a unit being rounded upward), as determined by the Administrative Agent or the LC IssuerIssuing Bank, as the case may be. (c) Notwithstanding the foregoing, for purposes of determining compliance with Sections 6.01, 6.02, 6.04, 6.06, 6.07(c) and 6.08, with respect to any amount of Indebtedness, Investment, Restricted Payment, Lien or Asset Disposition in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness, Investment, Restricted Payment, Lien or Asset Disposition is incurred or made; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.04 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness, Investment, Restricted Payment, Lien or Asset Disposition may be incurred or made at any time under such time Sections. (d) For purposes of determining compliance with the Leverage Ratio and the Closing Date Leverage Ratio, the Euro Equivalent of any Indebtedness denominated in any currency other than Euros will be converted into Euros based on the basis relevant currency exchange rate (or average exchange rates) used with respect to such currency in the Financial Statements with respect to which the applicable Consolidated Adjusted EBITDA is calculated. (e) For the avoidance of doubt, in the Spot Rate case of a Loan denominated in an Other Foreign Currency, all interest and fees shall accrue and be payable thereon based on the actual amount outstanding in such Other Foreign Currency (determined in respect of without any translation into the most recent Revaluation Date) for the purchase of such Alternative Currency with DollarsDollar Equivalent or Euro Equivalent thereof).

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers hereunder or Loan Parties hereunder, calculating financial covenants hereunder or except any payments required to be made on account of any Loan hereunder or as otherwise provided hereinherein (including clause (b) below), the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC L/C Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurodollar Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Borrowing, Eurodollar Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC L/C Issuer, as the case may be; provided, at that the foregoing shall not result in any amount owed hereunder in an Alternative Currency to be increased as a result of the foregoing determination or paid in any currency other than such time Alternative Currency. For purposes of determining compliance with any basket or dollar threshold specified in any representation, covenant or event of default contained in this Agreement, any amounts denominated in any foreign currency shall be converted to the Dollar Equivalent thereof based on the basis of the Spot Rate (or, if not an Alternative Currency, the applicable exchange rate determined in respect of the most recent Revaluation Dateby PRA) for such foreign currency on the purchase date on which the relevant transaction is consummated and in no event shall the Loan Parties thereafter be deemed to not be in compliance with any such basket or dollar threshold solely as a result of a change in such Spot Rate (or, if not an Alternative Currency with DollarsCurrency, the applicable exchange rate determined by PRA).

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC Issuer, as applicable, Letter of Credit Issuer shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Borrowings and Principal Obligations denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Fund Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood Issuer acting reasonably and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for consistent with its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determinestandard procedures. (iib) Wherever in this Credit Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Term SOFR Loan, an amount Alternative Currency Term Rate Loan, a Daily XXXXX Loan or a Daily XXXXX Loan, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Borrowing, Alternative Currency Term Rate Loan, Daily XXXXX Loan or Daily XXXXX Loan is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent acting reasonably and consistent with its standard procedures. (c) Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (i) the LC Issuercontinuation of, as administration of, submission of, calculation of or any other matter related to any Benchmark, or any component definition thereof or rates referred to in the case definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (ii) the effect, implementation or composition of any Conforming Changes. Administrative Agent and its affiliates or other related entities may beengage in transactions that affect the calculation of any Benchmark, at such time on any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the basis of the Spot Rate (determined Borrowers. Administrative Agent may select information sources or services in respect of the most recent Revaluation Date) for the purchase of such its reasonable discretion to ascertain Alternative Base Rate, SOFR, any Alternative Currency with DollarsTerm Rate, XXXXX xr any other Benchmark, in each case pursuant to the terms of this Credit Agreement, and shall have no liability to the Borrowers, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Exchange Rates; Currency Equivalents. Unless expressly provided otherwise, any amounts specified in this Agreement shall be in dollars. (ia) The Administrative Agent or the LC Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating the Dollar Equivalent amounts of any outstanding Loans and Letters of Credit denominated in an Alternative CurrenciesCurrency. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies any Alternative Currency and dollars until the next Revaluation Date to occur. Except for purposes CREDIT AGREEMENT, Page 52 (b) The Administrative Agent shall determine the Dollar Equivalent of financial statements delivered by any Foreign Currency Letter of Credit or Borrowing not denominated in dollars in accordance with the Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided terms set forth herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined and a determination thereof by the Administrative Agent shall be presumptively correct absent manifest error. The Administrative Agent may, but shall not be obligated to, rely on any determination made by any Borrower in any document delivered to the Administrative Agent. (c) The Administrative Agent shall determine the Dollar Equivalent of any Foreign Currency Letter of Credit as of (i) a date on or about the date on which the applicable Issuing Bank receives a request from the applicable Borrower for the issuance of such Letter of Credit, (ii) each subsequent date on which such Letter of Credit shall be renewed or extended or the LC Issuerstated amount of such Letter of Credit shall be increased, (iii) March 31 and September 30 in each year and (iv) during the continuance of an Event of Default, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined reasonably requested by the Administrative Agent or Agent, in each case using the LC Issuer, as applicable, to be the rate quoted by the Person acting Spot Rate in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. effect on the date two of determination, and each such amount shall be the Dollar Equivalent of such Letter of Credit until the next required calculation thereof pursuant to this Section 1.06(c). (2d) The Administrative Agent shall determine the Dollar Equivalent of any Borrowing not denominated in dollars as of (i) a date on or about the date on which the Administrative Agent receives a Borrowing Request in respect of such Borrowing using the Spot Rate in effect on the date of determination, (ii) as of the date of the commencement of each Interest Period after the initial Interest Period therefor and (iii) during the continuance of an Event of Default, as reasonably requested by the Administrative Agent, using the Spot Rate in effect (x) in the case of clauses (i) and (ii) above, on the date that is three (3) Business Days prior to the date as of on which the foreign applicable Interest Period shall commence, and (y) in the case of clause (iii) above, on the date of determination, and each such amount shall be the Dollar Equivalent of such Borrowing until the next required calculation thereof pursuant to this Section 1.06(d). (e) The Administrative Agent shall notify the Borrowers, the Lenders and the applicable Issuing Bank of each such determination (such date, a “Revaluation Date”) and revaluation of the Dollar Equivalent of each Letter of Credit and Borrowing. (f) The Administrative Agent may set up appropriate rounding-off mechanisms or otherwise round off amounts pursuant to this Section 1.06 to the nearest higher or lower amount in whole dollars or cents to ensure amounts owing by any party hereunder or that otherwise need to be calculated or converted hereunder are expressed in whole dollars or in whole cents, as may be necessary or appropriate. (g) Unless otherwise provided, Dollar Equivalent amounts set forth in Articles II or VIII may be exceeded by a percentage amount equal to 5% of such amount; provided, that such excess is solely as a result of fluctuations in applicable currency exchange computation rates after the last time such determinations were made and, in any such cases, the applicable limits set forth in Articles II or VIII, as applicable, will not be deemed to have exceeded solely as a result of such fluctuations in currency exchange rates. For the avoidance of doubt, in no event shall a prepayment be required under Section 2.11(b) if the Dollar Equivalent of the relevant amounts set forth therein does not exceed 5% of such relevant amounts solely as a result of fluctuations in currency exchange rates. (h) If, for the purposes of obtaining judgment in any court, it is made; provided necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each Loan Party in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the LC Issuerother Loan Documents shall, as applicablenotwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), may obtain such spot rate from another financial institution designated be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative Currency, such amount shall be the equivalent amount thereof in the applicable Alternative Currency, as determined by the Administrative Agent or the LC IssuerLender, as the case may be, at of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such time Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from any Loan Party in the Agreement Currency, such Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to such Loan Party (or to any other Person who may be entitled thereto under applicable law) For purposes of any determination under Article V, Article VI (other than the calculation of compliance with any financial ratio for purposes of taking any action hereunder) or Article VIII with respect to the amount of any Indebtedness, Lien, Restricted Payment, debt prepayment, Investment, Disposition, sale and lease-back transaction, affiliate transaction or other transaction, event or circumstance, or any determination under any other provision of this Agreement (any of the foregoing, a “subject transaction”), in a currency other than dollars, (i) the Dollar Equivalent of a subject transaction in a currency other than dollars shall be calculated based on the basis rate of exchange quoted on the applicable Reuters World Currency Page (or any successor page thereto, or in the event such rate does not appear on any Reuters 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 12:00 noon (London time) on the date of such subject transaction (which, in the case of any Restricted Payment, shall be deemed to be the date of the Spot Rate declaration thereof and, in the case of the incurrence of Indebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if applicable, associated Lien granted) to refinance or replace other Indebtedness denominated in a currency other than dollars, and the relevant refinancing or 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 refinancing or replacement, 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 refinanced or replaced, except by an amount equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such refinancing or replacement and (y) 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 subject transaction so long as such subject transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i). For purposes of Article VII 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 dollars shall be translated into dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Sections 5.01(a) or (b), as applicable, for the relevant four fiscal quarter period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Swap Agreement permitted hereunder in respect of currency exchange risks with respect to the most recent Revaluation Date) applicable currency in effect on the date of determination for the purchase Dollar Equivalent amount of such Alternative Currency with DollarsIndebtedness.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC applicable L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Foreign Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Upon request by the Borrower or any lender, the Administrative Agent shall promptly notify the Borrower and the Lenders of the Spot Rate so determined by it. Except for purposes of financial statements delivered by the Borrowers hereunder or Borrower hereunder, calculating the financial covenants hereunder or except as otherwise provided hereinfor purposes of determining compliance with Article VII with respect to any amount of Indebtedness or Investment in a currency other than Dollars, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC applicable L/C Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency determining compliance with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, Article VII with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment amount of any Indebtedness or 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 Letter of Credit having Indebtedness or Investment is incurred so long as such Indebtedness or Investment, at the effect of increasing the amount thereof (solely with respect to the increased amount)time incurred, (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currencymade or acquired, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determinewas permitted hereunder. (iib) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in a calculation may require an Alternative Foreign Currency, such amount shall be the equivalent relevant Foreign Currency Equivalent of such Dollar amount thereof in (rounded to the applicable Alternative nearest unit of such Foreign Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC applicable L/C Issuer, as the case may be, at such time on be by using the basis Spot Rates as of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase date of such Alternative Currency Borrowing, conversion, continuation or prepayment of such Loan, or issuance, amendment or extension of such Letter of Credit. (c) The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with Dollarsrespect to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate” or with respect to any comparable or successor rate thereto.

Exchange Rates; Currency Equivalents. (a) Not later than 1:00 p.m., New York time, on each Calculation Date, the Administrative Agent shall (x) determine the Exchange Rate as of such Calculation Date with respect to the applicable Permitted Foreign Currency and (y) give notice thereof to the applicable Issuing Bank and the Co-Borrower. The Exchange Rates so determined shall become effective (i) The Administrative Agent or in the LC Issuercase of the initial Calculation Date, as applicableon the Effective Date and (ii) in the case of each subsequent Calculation Date, on the first Business Day immediately following such Calculation Date (a “Reset Date”), shall determine remain effective until the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date next succeeding Reset Date, and shall for all purposes of this Agreement (other than any provision expressly requiring the use of a current exchange rate) be the Spot Exchange Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except dollars and any Permitted Foreign Currency. (b) Solely for purposes of financial statements delivered by Article II and related definitional provisions to the Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided hereinextent used therein, the applicable amount of any currency (other than Dollarsdollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or and notified to the LC Issuerapplicable Issuing Bank and the Co-Borrower in accordance with Section 1.06(a). If any basket is exceeded solely as a result of fluctuations in the applicable Exchange Rate after the last time such basket was utilized, such basket will not be deemed to have been exceeded solely as applicablea result of such fluctuations in the applicable Exchange Rate. For purposes hereof, the term "Spot Rates" means, for Amounts denominated in a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, Permitted Foreign Currency will be converted to be the rate quoted by the Person acting in such capacity as the spot rate dollars for the purchase by such Person purposes of such currency with another currency through its principal foreign exchange trading office (A) testing the financial covenants under Sections 6.12 and 6.13, at approximately 11:00 a.m. on the date two (2) Business Days prior to the date Exchange Rate as of the last day of the fiscal quarter for which such measurement is being made, and (B) calculating the foreign exchange computation is made; provided that Interest Expense Coverage Ratio and the Administrative Agent or Total Leverage Ratio (other than for purposes of determining compliance with Sections 6.12 and 6.13), at the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have Exchange Rate as of the date of determination a spot buying rate for any such currency; calculation, and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made will, in the case of Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of Hedging Agreements permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Equivalent of such Indebtedness. (c) For purposes of Section 6.01, the amount of any Letter of Credit Indebtedness denominated in an Alternative Currencyany currency other than dollars shall be calculated based on the applicable Exchange Rate, in the case of such Indebtedness incurred or committed, on the date that such Indebtedness was incurred or committed, as applicable; it being understood provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a currency other than dollars, and agreed that such refinancing would cause the Administrative Agent applicable dollar-denominated restriction to be exceeded if calculated at the applicable Exchange Rate on the date of such refinancing, such dollar-denominated restrictions shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the sum of (i) the outstanding or the LC Issuercommitted principal amount, as applicable, shall endeavor to obtain of such Indebtedness being refinanced plus (ii) the most favorable spot buying rateaggregate amount of fees, but it shall have no obligation or liability for its failure to do so; underwriting discounts, premiums and the term "Revaluation Date" means, other costs and expenses incurred in connection with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, refinancing. (d) For purposes of Sections 6.02, 6.04, 6.05 and 6.08, the amount of any Liens, investments, asset sales and Restricted Payments, as applicable, denominated in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative Currency, such amount any currency other than dollars shall be the equivalent amount thereof in calculated based on the applicable Alternative Currency, as determined by the Administrative Agent or the LC Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with DollarsExchange Rate.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts Equivalents and/or Alternative Currency Equivalents of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative CurrenciesCurrencies or Dollars. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers BorrowerLoan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such its Dollar Equivalent amount as so determined by the Administrative Agent or the LC L/C Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or an amount Alternative Currency Daily Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Committed Borrowing, Eurocurrency Rate Loan, Alternative Currency Daily Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC L/C Issuer, as the case may be. (c) The Administrative Agent does not warrant, at nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate,” “LIBOR Daily Loan” or “Alternative Currency Daily Rate” or with respect to any rate that is an alternative or replacement for or successor to any of such time on rate (including, without limitation, any Benchmark Replacement) or the basis effect of any of the Spot Rate (determined foregoing, or of any Conforming Changes, in respect any such case, except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the most recent Revaluation Date) for the purchase of such Alternative Currency Administrative Agent acted with Dollarsgross negligence or willful misconduct.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent Agent, the applicable Swing Line Lender or the LC applicable L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent Agent, the applicable Swing Line Lender or the LC applicable L/C Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a Revolving Borrowing, Swing Line Borrowing, conversion, continuation or prepayment of a Term SOFR Loan or Alternative Currency Term Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Revolving Borrowing, Swing Line Borrowing, Term SOFR Loan, Alternative Currency Term Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent Agent, the applicable Swing Line Lender or the LC applicable L/C Issuer, as the case may be. (c) The Administrative Agent does not warrant, at such time on nor accept responsibility, nor shall the basis Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of the Spot Rate (determined in “Term SOFR” or with respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollarsto any comparable or successor rate thereto.

Exchange Rates; Currency Equivalents. (a) Not later than 1:00 p.m., New York time, on each Calculation Date, the Administrative Agent shall (x) determine the Exchange Rate as of such Calculation Date with respect to the applicable Permitted Foreign Currency and (y) give notice thereof to the applicable Issuing Lender and the Co-Borrower. The Exchange Rates so determined shall become effective (i) The Administrative Agent or in the LC Issuercase of the initial Calculation Date, as applicableon the Effective Date and (ii) in the case of each subsequent Calculation Date, on the first Business Day immediately following such Calculation Date (a “Reset Date”), shall determine remain effective until the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date next succeeding Reset Date, and shall for all purposes of this Agreement (other than any provision expressly requiring the use of a current exchange rate) be the Spot Exchange Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except dollars and any Permitted Foreign Currency. (b) Solely for purposes of financial statements delivered by Article II and related definitional provisions to the Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided hereinextent used therein, the applicable amount of any currency (other than Dollarsdollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or and notified to the LC Issuerapplicable Issuing Lender and the Co-Borrower in accordance with Section 1.06(a). If any basket is exceeded solely as a result of fluctuations in the applicable Exchange Rate after the last time such basket was utilized, such basket will not be deemed to have been exceeded solely as applicablea result of such fluctuations in the applicable Exchange Rate. For purposes hereof, the term "Spot Rates" means, for Amounts denominated in a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, Permitted Foreign Currency will be converted to be the rate quoted by the Person acting in such capacity as the spot rate dollars for the purchase by such Person purposes of such currency with another currency through its principal foreign exchange trading office (A) testing the financial covenants under Sections 6.12 and 6.13, at approximately 11:00 a.m. on the date two (2) Business Days prior to the date Exchange Rate as of the last day of the fiscal quarter for which such measurement is being made, and (B) calculating the foreign exchange computation is made; provided that Interest Expense Coverage Ratio and the Administrative Agent or Total Leverage Ratio (other than for purposes of determining compliance with Sections 6.12 and 6.13), at the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have Exchange Rate as of the date of determination a spot buying rate for any such currency; calculation, and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made will, in the case of Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of Hedging Agreements permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Equivalent of such Indebtedness. (c) For purposes of Section 6.01, the amount of any Letter of Credit Indebtedness denominated in an Alternative Currencyany currency other than dollars shall be calculated based on the applicable Exchange Rate, in the case of such Indebtedness incurred or committed, on the date that such Indebtedness was incurred or committed, as applicable; it being understood provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a currency other than dollars, and agreed that such refinancing would cause the Administrative Agent applicable dollar-denominated restriction to be exceeded if calculated at the applicable Exchange Rate on the date of such refinancing, such dollar-denominated restrictions shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the sum of (i) the outstanding or the LC Issuercommitted principal amount, as applicable, shall endeavor to obtain of such Indebtedness being refinanced plus (ii) the most favorable spot buying rateaggregate amount of fees, but it shall have no obligation or liability for its failure to do so; underwriting discounts, premiums and the term "Revaluation Date" means, other costs and expenses incurred in connection with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, refinancing. (d) For purposes of Sections 6.02, 6.04, 6.05 and 6.08, the amount of any Liens, investments, asset sales and Restricted Payments, as applicable, denominated in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative Currency, such amount any currency other than dollars shall be the equivalent amount thereof in calculated based on the applicable Alternative Currency, as determined by the Administrative Agent or the LC Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with DollarsExchange Rate.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined calculated by the Administrative Agent or the LC L/C Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Ratean Alternative Currency Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Borrowing, Eurocurrency RateAlternative Currency Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined calculated by the Administrative Agent or the LC L/C Issuer, as the case may be. (c) The Administrative Agent does not warrant, at nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Alternative Currency Daily Rate”, “Alternative Currency Term Rate”, “Eurocurrency Rate” or with respect to any comparable or successor rate thereto.(including, for the avoidance of doubt, the selection of such time on rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) or the basis effect of any of the Spot Rate (determined in respect foregoing, or of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollarsany Benchmark Replacement Conforming Changes or Conforming Changes, as applicable.

Exchange Rates; Currency Equivalents. (i) 4. The Administrative Agent Agent, the L/C Issuer or the LC IssuerSwingline Lender, as applicablethe case may be, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative CurrenciesCurrencies or Subsidiary Currencies (other than Dollars). Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Xxxxxxx-Xxxxxx International hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent Agent, the applicable L/C Issuer or the LC Issuerapplicable Swingline Lender, as applicablethe case may be. For purposes hereof, Each determination of the term "Spot Rates" means, for a currency, the rate determined Dollar Equivalent by the Administrative Agent Agent, the applicable L/C Issuer or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative Currency, such amount shall be the equivalent amount thereof in the applicable Alternative Currency, as determined by the Administrative Agent or the LC IssuerSwingline Lender, as the case may be, at such time shall be conclusive and binding on the basis Applicable Borrower in absence of manifest error. (a) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or a Swingline Loan or the Spot issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency or a Subsidiary Currency (determined in respect other than Dollars), such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the most recent Revaluation Date) for the purchase nearest unit of such Alternative Currency or Subsidiary Currency, with Dollars0.5 of a unit being rounded upward), as determined by the Administrative Agent, the applicable L/C Issuer or the applicable Swingline Lender, as the case may be.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent Agent, the Issuing Lender or the LC IssuerSwingline Lender, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Extensions of Credit and Outstanding Amounts denominated in Alternative Lending Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency Currency (other than Dollars) for purposes of the Loan Credit Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent Agent, the Issuing Lender or the LC IssuerSwingline Lender, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a borrowing, conversion, continuation or prepayment of a Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such borrowing, Index Rate Loan or Letter of Credit is denominated in an Alternative Lending Currency, such amount shall be the equivalent relevant Foreign Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Lending Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent Agent, the Issuing Lender or the LC IssuerSwingline Lender, as the case may be. Except as expressly required herein, at such time on all payments with respect to any Loan denominated in an Alternative Lending Currency shall be made in the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of same such Alternative Currency with DollarsLending Currency.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC Alternative Currency L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants covenant hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC Alternative Currency L/C Issuer, as applicable. (b) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of an Alternative Currency Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Alternative Currency Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the Alternative Currency L/C Issuer, as the case may be. (c) The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including any Term SOFR Successor Rate or any Successor Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Term SOFR Conforming Changes or any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including any Term SOFR Successor Rate or any Successor Rate) (or any component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the Borrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including any Term SOFR Successor Rate or any Successor Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to any Borrower, any Lender or any other Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any rate (or component thereof) provided by any such information source or service. (d) Any amount specified in this Agreement (other than in Articles II, IX and X) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount thereof in the applicable currency to be determined by the Administrative Agent at such time on the basis of the Spot Rate (as defined below) for the purchase of such currency with Dollars. For purposes hereofof this Section 1.08, the term "“Spot Rates" means, Rate” for a currency, currency means the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is madesuch determination; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate Spot Rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative Currency, such amount shall be the equivalent amount thereof in the applicable Alternative Currency, as determined by the Administrative Agent or the LC Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

Exchange Rates; Currency Equivalents. Unless expressly provided otherwise, any amounts specified in this Agreement shall be in Dollars. (ia) The Administrative Agent or the LC Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating the Dollar Equivalent amounts of any outstanding Loans and Letters of Credit denominated in an Alternative CurrenciesCurrency. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies any Alternative Currency and Dollars until the next Revaluation Date to occur. Except for purposes . (b) The Administrative Agent shall determine the Dollar Equivalent of financial statements delivered by any Foreign Currency Letter of Credit or Borrowing not denominated in Dollars in accordance with the Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided terms set forth herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined and a determination thereof by the Administrative Agent shall be presumptively correct absent manifest error. The Administrative Agent may, but shall not be obligated to, rely on any determination made by any Borrower in any document delivered to the Administrative Agent. (c) The Administrative Agent shall determine the Dollar Equivalent of any Foreign Currency Letter of Credit as of (i) a date on or about the date on which the applicable Issuing Bank receives a request from the applicable Borrower for the issuance of such Letter of Credit, (ii) each subsequent date on which such Letter of Credit shall be renewed or extended or the LC Issuerstated amount of such Foreign Currency Letter of Credit shall be increased, (iii) March 31 and September 30 in each year and (iv) during the continuance of an Event of Default, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined reasonably requested by the Administrative Agent or Agent, in each case using the LC Issuer, as applicable, to be the rate quoted by the Person acting Spot Rate in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. effect on the date two of determination, and each such amount shall be the Dollar Equivalent of such Letter of Credit until the next required calculation thereof pursuant to this Section 1.06(c). (2d) The Administrative Agent shall determine the Dollar Equivalent of any Borrowing denominated in an Alternative Currency as of (i) a date on or about the date on which the Administrative Agent receives a Borrowing Request in respect of such Borrowing using the Spot Rate in effect on the date of determination, (ii) as of the date of the commencement of each Interest Period after the initial Interest Period therefor and (iii) during the continuance of an Event of Default, as reasonably requested by the Administrative Agent, using the Spot Rate in effect (x) in the case of clauses (i) and (ii) above, on the date that is three Business Days prior to the date as of the Borrowing or on which the foreign exchange computation is made; provided that applicable Interest Period shall commence, and (y) in the case of clause (iii) above, on the date of determination, and each such amount shall be the Dollar Equivalent of such Borrowing until the next required calculation thereof pursuant to this Section 1.06(d). (e) The Administrative Agent shall notify the Parent Borrower, the Lenders and the applicable Issuing Bank of each such determination (such date, a “Revaluation Date”) and revaluation of the Dollar Equivalent of each Foreign Currency Letter of Credit and Borrowing. (f) The Administrative Agent may set up appropriate rounding-off mechanisms or otherwise round off amounts pursuant to this Section 1.06 to the LC Issuernearest higher or lower amount in whole Dollars to ensure amounts owing by any party hereunder or that otherwise need to be calculated or converted hereunder are expressed in whole Dollars, as may be necessary or appropriate. (g) Unless otherwise provided, Dollar Equivalent amounts set forth in Articles II or VIII may be exceeded by a percentage amount equal to 5% of such amount; provided, that such excess is solely as a result of fluctuations in applicable currency exchange rates after the last time such determinations were made and, in any such cases, the applicable limits set forth in Articles II or VIII, as applicable, will not be deemed to have exceeded solely as a result of such fluctuations in currency exchange rates. For the avoidance of doubt, in no event shall a prepayment be required under Section 2.11(b) if the Dollar Equivalent of the relevant amounts set forth therein does not exceed 5% of such relevant amounts solely as a result of fluctuations in currency exchange rates. (h) For purposes of any determination under Article V, Article VI (other than the calculation of compliance with any financial ratio for purposes of taking any action hereunder) or Article VIII with respect to the amount of any Indebtedness, Lien, Restricted Payment, debt prepayment, Investment, Disposition, affiliate transaction or other transaction, event or circumstance, or any determination under any other provision of this Agreement (any of the foregoing, a “subject transaction”), in a currency other than Dollars, (i) the Dollar Equivalent of a subject transaction in a currency other than Dollar shall be calculated based on the rate of exchange quoted on the applicable Reuters World Currency Page (or any successor page thereto, or in the event such rate does not appear on any Reuters Page, by reference to such other publicly available service for displaying exchange rates as may obtain such spot rate from another financial institution designated be agreed upon by the Administrative Agent or and the LC IssuerParent Borrower) for such foreign currency, as applicable, if the Person acting in such capacity does not have as of effect at 12:00 noon (London time) on the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made subject transaction (which, in the case of any Letter Restricted Payment, shall be deemed to be the date of Credit the declaration thereof and, in the case of the incurrence of Indebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if applicable, associated Lien granted) to refinance or replace other Indebtedness denominated in a currency other than Dollar, and the relevant refinancing or 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 refinancing or replacement, 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 Alternative Currency; it amount sufficient to repay the principal amount of such Indebtedness being understood refinanced or replaced, except by an amount equal to (x) unpaid accrued interest and agreed that premiums (including tender premiums) thereon plus other reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such refinancing or replacement and (y) additional amounts permitted to be incurred under Section 6.01 and (ii) for the Administrative Agent avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the LC Issuerrate of currency exchange occurring after the time of any subject transaction so long as such subject transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i). For purposes of Article VII 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 Dollars shall be translated into Dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Sections 5.01(a) or (b), as applicable, shall endeavor to obtain for the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; recently ended Test Period and the term "Revaluation Date" meanswill, with respect to any Letter of CreditIndebtedness, each of reflect the following: (a) each date of issuance of a Letter of Credit denominated currency translation effects, determined in an Alternative Currencyaccordance with GAAP, (b) each date of an amendment of any such Letter Swap Agreement permitted hereunder in respect of Credit having the effect of increasing the amount thereof (solely currency exchange risks with respect to the increased amount), (c) each applicable currency in effect on the date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative Currency, such amount shall be the equivalent amount thereof in the applicable Alternative Currency, as determined by the Administrative Agent or the LC Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) determination for the purchase Dollar Equivalent amount of such Alternative Currency with DollarsIndebtedness.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC relevant L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC relevant L/C Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Ratean Alternative Currency Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Borrowing, Eurocurrency RateAlternative Currency Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.50 of a unit being rounded upward), as reasonably determined by the Administrative Agent or the LC relevant L/C Issuer, as the case may be. (c) The Administrative Agent does not warrant, at nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate Loan” or “LIBOR Daily Loan” or with respect to any comparable or successor rate thereto.any reference rate referred to herein, the selection of rates, any related spread or adjustment or with respect to any rate that is an alternative or replacement for or successor to any of such time on the basis rates (including, without limitation, any Successor Rate) (or any component of any of the Spot Rate (determined in respect foregoing) or the effect of any of the most recent Revaluation Dateforegoing, or of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the Borrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the purchase selection, determination, or calculation of any rate (or component thereof) provided by any such Alternative Currency with Dollarsinformation source or service.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts Equivalents and/or Alternative Currency Equivalents of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative CurrenciesCurrencies or Dollars. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such its Dollar Equivalent amount as so determined by the Administrative Agent or the LC L/C Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Committed Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC L/C Issuer, as the case may be. (c) The Administrative Agent does not warrant, at nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate” or “LIBOR Daily Loan” or with respect to any rate that is an alternative or replacement for or successor to any of such time on rate (including, without limitation, any LIBOR Successor Rate) or the basis effect of any of the Spot foregoing, or of any LIBOR Successor Rate (determined Conforming Changes, in respect any such case, except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the most recent Revaluation Date) for the purchase of such Alternative Currency Administrative Agent acted with Dollarsgross negligence or willful misconduct.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC an L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC an L/C Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Committed Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC applicable L/C Issuer, as the case may be. (c) The Administrative Agent does not warrant, at nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate” or with respect to any comparable or successor rate thereto, other than in the case of its own gross negligence or willful misconduct with respect to such time on administration, submission or other matter related to the basis “Eurocurrency Rate”, as determined by a court of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollarscompetent jurisdiction by a final and nonappealable judgment.

Exchange Rates; Currency Equivalents. (i) The Administrative Agent or the LC applicable L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Company hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC applicable L/C Issuer, as applicable. For purposes hereof, ; provided that no Default shall arise as a result of any limitation set forth in Dollars in Section 7.01 or Section 7.03 being exceeded solely as a result of changes in currency exchange rates from those rates applicable at the term "Spot Rates" means, for a currency, time or times the rate determined Indebtedness or obligations secured by Liens were initially consummated or acquired in reliance on the Administrative Agent exceptions under Section 7.01 or the LC IssuerSection 7.03, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iia) Wherever in this Agreement in connection with a Committed Borrowing, the conversion, continuation or prepayment of an amount Alternative Currency Term Rate Loan, or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Committed Borrowing, Alternative Currency Term Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC applicable L/C Issuer, as applicable. (b) The Administrative Agent does not warrant, nor accept responsibility, nor shall the case may beAdministrative Agent have any liability with respect to the administration, at submission or any other matter related to the rates in the definition of “Eurocurrency Rate”, “SOFR”, “Alternative Currency Daily Rate”, “Alternative Currency Term Rate” or with respect to any rate (including, for the avoidance of doubt, the selection of such time on rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any of such rates (including any Successor Rate) or the basis effect of any of the Spot Rate (determined in respect foregoing, or of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollarsany Conforming Changes.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC L/C Issuer, as applicable, shall will determine the Spot Rates as of each Revaluation Date to be used for calculating US Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. The Administrative Agent will determine the Spot Rates as of each Revaluation Date to be used for calculating US Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Discretionary Alternative Currencies. Such Spot Rates shall will become effective as of such Revaluation Date and shall will be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Parent hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than US Dollars) for purposes of the Loan Documents shall will be such US Dollar Equivalent amount as so determined by the Administrative Agent or the LC L/C Issuer, as applicable. For purposes hereof. (b) Wherever in this Agreement in connection with a Committed Borrowing, the term "Spot Rates" meansconversion, for continuation or prepayment of a currency, the rate determined by the Administrative Agent Eurocurrency Rate Committed Loan or the LC Issuerissuance, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person amendment or extension of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of an amount, such as a required minimum or multiple amount, is expressed in US Dollars, but such Committed Borrowing, Eurocurrency Rate Committed Loan or Letter of Credit is denominated in an Alternative Currency, such amount will be the relevant Alternative Currency Equivalent of such US Dollar amount (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect rounded to the increased amountnearest unit of such Alternative Currency with 0.5 of a unit being rounded upward), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative Currency, such amount shall be the equivalent amount thereof in the applicable Alternative Currency, as determined by the Administrative Agent or the LC L/C Issuer, as the case may be. (c) Wherever in this Agreement in connection with a Bid Borrowing, at conversion, continuation or prepayment of a Eurocurrency Rate Bid Loan, an amount, such time on as a required minimum or multiple amount, is expressed in US Dollars, but such Bid Borrowing or Eurocurrency Rate Bid Loan is denominated in a Discretionary Alternative Currency, such amount will be the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase relevant Discretionary Alternative Currency Equivalent of such US Dollar amount (rounded to the nearest unit of such Discretionary Alternative Currency with Dollars.0.5 of a unit being rounded upward), as determined by the Administrative Agent

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC any Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans the Revolving Borrowing Base, the FILO Borrowing Base, Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants hereunder or and except as otherwise provided hereinset for in clause (d) and (e) below, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC any Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, . (b) Except as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, expressly set forth herein with respect to any Letter Borrowing, conversion, continuation or prepayment of Credita Loan or any issuance, each of the following: (a) each date of issuance amendment or extension of a Letter of Credit denominated in an Alternative CurrencyCanadian Dollars, (b) each date Euro or Sterling, wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of an a Loan or the issuance, amendment or extension of any such a Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, an amount, such additional dates as the existing LC Issuer shall determinea required minimum or multiple amount, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require such Borrowing, Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC applicable Issuer, as the case may be. (c) For purposes of determining the Revolving Borrowing Base and the FILO Borrowing Base (and each component thereof), at the Borrowers shall report (i) asset values with respect to any asset included in the Revolving Borrowing Base and FILO Borrowing Base in the currency shown in the Borrowers’ financial records or invoiced by the Borrowers, as applicable, for such time asset (and otherwise as reasonably requested by the Administrative Agent, the relevant currency in its Local Covered Jurisdiction), (ii) any Inventory Reserves with respect to any item of Inventory in the currency in which the asset value for such item of Inventory is reported pursuant to clause (i) above (and otherwise as reasonably requested by the Administrative Agent, the relevant currency in its Local Covered Jurisdiction) and (iii) any Availability Reserve in the currency of the underlying claims, liabilities or obligations giving rise to such Availability Reserve (and otherwise as reasonably requested by the Administrative Agent, the relevant currency in its Local Covered Jurisdiction). (d) For purposes of determining compliance with any Dollar-denominated restriction on the basis incurrence of Indebtedness, the Dollar Equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the Spot 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 (or, in the case of an LCT Election, on the date of the applicable LCT Test - 104 - (e) For purposes of determining the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio, the Secured Leverage Ratio, including Consolidated EBITDA when calculating such ratios, all amounts denominated in a currency other than Dollars will be converted to Dollars for any purpose (including testing the any financial covenant) at the effective rate of exchange in respect thereof reflected in the consolidated financial statements of Holdings for the applicable Test Period for which such measurement is being made, and will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the most recent Revaluation Date) for the purchase Dollar equivalent of such Alternative Currency with DollarsIndebtedness.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC an L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. The Administrative Agent shall promptly advise the Company 29 Lululemon Credit Agreement of each redetermination of the Spot Rate applicable to Loans. The applicable L/C Issuer shall advise the Company of each redetermination of the Spot Rate applicable to Letters of Credit as part of the normal quarter-end invoicing of fees and expenses. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC an L/C Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Committed Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC an L/C Issuer, as the case may be. (c) The Administrative Agent does not warrant, at such time on nor accept responsibility, nor shall the basis Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of the Spot Rate (determined in “Eurocurrency Rate” or with respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollarsto any comparable or successor rate thereto.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in an Alternative CurrenciesCurrency. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC L/C Issuer, as applicable. For purposes hereofThe maximum amount of Indebtedness, Investments and other threshold amounts that the Parent Borrower and the Subsidiaries may incur under Article VIII shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, Investments and other threshold amounts solely as a result of fluctuations in the exchange rate of currencies. When calculating capacity for the incurrence of additional Indebtedness, Investments and other threshold amounts by the Parent Borrower and any Subsidiary, the term "Spot Rates" means, for a currency, the exchange rate determined by the Administrative Agent or the LC Issuer, as applicable, to of currencies shall be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have measured as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determinecalculation. (iib) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent Agent, the L/C Administrator or the LC Issuerissuing Fronting Bank, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies; provided that with respect to Several Letters of Credit issued in Alternative Currencies, the Spot Rate shall be determined by the L/C Administrator and with respect to Fronted Letters of Credit, the Spot Rate shall be determined by the issuing Fronting Bank. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Credit Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent Agent, the L/C Administrator or the LC Issuerissuing Fronting Bank, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC Issuerissuing Fronting Bank, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined in accordance with the prior sentence by the Administrative Agent or the LC L/C Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC L/C Issuer, as the case may be. (c) The Administrative Agent does not warrant, at nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate”, “Alternative Currency Daily Rate”, “Alternative Currency Term Rate” or with respect to any comparable or successor rate thereto.any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such time on the basis rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component of any of the Spot Rate (determined in respect foregoing) or the effect of any of the most recent Revaluation Dateforegoing, or of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the purchase selection, determination, or calculation of any rate (or component thereof) provided by any such Alternative Currency with Dollarsinformation source or service.

Exchange Rates; Currency Equivalents. (i) The Administrative Agent or the LC Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of CreditCredit or Loan, each of the following: (a) each date of issuance of a Letter of Credit or borrowing of a Loan denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit Credit, or by the Administrative Agent, any Lender or any Borrower of a Loan, denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative Currency, such amount shall be the equivalent amount thereof in the applicable Alternative Currency, as determined by the Administrative Agent or the LC Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determineAgent. (iib) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Borrowing or Eurocurrency Rate Loan is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent. (c) The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate”any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any of such rate (including, without limitation, any LIBOR Successor Rate) (or any component of any of the foregoing) or the LC Issuer, as the case may be, at such time on the basis effect of any of the Spot foregoing, or of any LIBOR Successor Rate Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (determined in respect including, without limitation, any Successor Rate) (or any component of any of the most recent Revaluation Dateforegoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the purchase selection, determination, or calculation of any rate (or component thereof) provided by any such Alternative Currency with Dollarsinformation source or service.

Exchange Rates; Currency Equivalents. (i) The Administrative Agent or For any currency conversion made by the LC IssuerAccounts Bank under this Agreement, as applicable, the Accounts Bank shall determine use the Spot Rates as of each Revaluation Date to be used Rate for calculating Dollar Equivalent amounts of the conversion rate. For so long as the Accounts Bank has not received a Control Notice from the Common Security Trustee, any outstanding Loans denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and currency conversion shall be effected pursuant to either of the Spot Rates employed in converting any amounts between following, at the applicable currencies until election of the next Revaluation Date to occur. Except for purposes of financial statements delivered Borrower: (a) by the Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date Accounts Bank within two (2) Business Days prior of receipt by the Accounts Bank of written instructions from an Authorized Officer of the Borrower requesting the Accounts Bank to convert funds that have been received by the date as of which Accounts Bank in an Account from an Alternative Currency to U.S. Dollars, at the foreign exchange computation is madeSpot Rate; provided that if such instructions are received by the Administrative Agent Accounts Bank later than 11:00 a.m. New York time, on a Business Day, such requested conversion shall be treated as if received on the following Business Day; or (b) by one or more Acceptable Bank within one (1) Business Day of receipt of such funds, upon receipt of written instructions from an Authorized Officer of the LC IssuerBorrower as to any requested conversion, at the rate quoted by such Acceptable Bank at the then-applicable spot rate at which the treasury of such entity would offer to sell the applicable currency into the requested currency; provided that if such instructions are received later than 11:00 a.m. New York time, on a Business Day, such requested conversion shall be effected on the second Business Day following receipt of such funds and instructions. The expenses (including taxes payable in connection therewith) with respect to any such conversion shall be deducted from the applicable amount received upon such conversion. The Accounts Bank may rely conclusively on the determination of the Spot Rate and shall not incur any liability for losses associated with the determination of such rate or otherwise in connection with any currency conversion of funds in or from any Account in accordance with this Section 1.07, other than to the extent of its gross negligence or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdiction. To the extent the Borrower elects a conversion pursuant to clause (b) above, the Borrower shall be permitted to transfer cause to be transferred funds in an Alternative Currency or US Dollars, as applicable, may obtain to such spot rate from another financial institution designated by Acceptable Bank, and the Administrative Agent Acceptable Bank shall convert such funds to US Dollars or the LC Issueran Alternative Currency, as applicable, if at the Person acting in such capacity does not have as of quoted spot rate, and transfer the date of determination a spot buying rate for any such currency; and provided further that converted currency to the LC Issuer may use such spot rate quoted on Borrower or to the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC IssuerAccounts Bank, as applicable, shall endeavor to obtain in each case as directed by the most favorable spot buying rateBorrower, but it shall have no obligation or liability for its failure to do so; and within the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated time frame specified in an Alternative Currency, clause (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determineabove. (ii) Wherever in this Agreement an amount is expressed in Dollars, but a calculation may require an Alternative Currency, such amount shall be the equivalent amount thereof in the applicable Alternative Currency, as determined by the Administrative Agent or the LC Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC an L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. The Administrative Agent shall promptly advise the Company of each redetermination of the Spot Rate applicable to Loans. The applicable L/C Issuer shall advise the Company of each redetermination of the Spot Rate applicable to Letters of Credit as part of the normal quarter-end invoicing of fees and expenses. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC an L/C Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Committed Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC an L/C Issuer, as the case may be. (c) The Administrative Agent does not warrant, at such time on nor accept responsibility, nor shall the basis Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of the Spot Rate (determined in “Eurocurrency Rate” or with respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollarsto any comparable or successor rate thereto.

Exchange Rates; Currency Equivalents. (ia) The Administrative Agent or the LC IssuerGlobal Swing Line Lender, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of any outstanding Loans Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the LC L/C Issuer, as applicable. For purposes hereof, the term "Spot Rates" means, for a currency, the rate determined by the Administrative Agent or the LC Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the LC Issuer, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or the LC Issuer, as applicable, if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the LC Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; it being understood and agreed that the Administrative Agent or the LC Issuer, as applicable, shall endeavor to obtain the most favorable spot buying rate, but it shall have no obligation or liability for its failure to do so; and the term "Revaluation Date" means, with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (c) each date of any payment by the LC Issuer under any Letter of Credit denominated in an Alternative Currency, (d) in the case of the existing Letters of Credit, such additional dates as the existing LC Issuer shall determine, and (e) such additional dates as the Administrative Agent or the LC Issuer shall determine. (iib) Wherever in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of a Eurodollar Rate Loan or an amount Alternative Currency Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but a calculation may require such Committed Borrowing, Eurodollar Rate Loan, Alternative Currency Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the equivalent relevant Alternative Currency Equivalent of such Dollar amount thereof in (rounded to the applicable nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the LC L/C Issuer, as the case may be. (c) The Administrative Agent does not warrant, at nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate”, “Alternative Currency Daily Rate” or “Alternative Currency Term Rate”, the selection of rates, any related spread or adjustment or with respect to any rate that is an alternative or replacement for or successor to any of such time on rates (including, without limitation, any Benchmark Replacement or Successor Rate) or the basis effect of any of the Spot Rate (determined in respect foregoing, or of the most recent Revaluation Date) for the purchase of such any Alternative Currency with DollarsConforming Changes.